Item 8.01. Other Events.
Corazon Capital V838 Monoceros Corp (the "Company") will redeem all of its
outstanding Class A ordinary shares, par value $0.0001 previously issued to the
public (the "Public Shares"), at a per share-redemption price to be announced at
a later date (the "Redemption Amount"), with such redemption anticipated to be
effective on March 27, 2023, because the Company will not consummate an initial
business combination within the time period required by its Amended and Restated
Memorandum and Articles of Association (the "Articles").
As stated in the Company's Articles and in the Company's registration statement
on Form S-1 (Registration No. 333-253054), initially filed with the United
States Securities and Exchange Commission (the "Commission") on February 12,
2021, relating to the Company's initial public offering (the "Form S-1"), if the
Company is unable to complete an initial business combination within 24 months
of the initial public offering, or such later time as the shareholders may
approve in accordance with the Articles, the Company will: (i) cease all
operations except for the purpose of winding up; (ii) as promptly as reasonably
possible, but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Company's trust account (the "Trust Account"), including
interest earned on the funds held in the Trust Account and not previously
released to the Company (less taxes payable and up to $100,000 of interest to
pay dissolution expenses), divided by the number of the then-outstanding public
shares, which redemption will completely extinguish public shareholders' rights
as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company's remaining shareholders
and board of directors, liquidate and dissolve, in each case subject to the
Company's obligations under Cayman Islands law to provide for claims of
creditors and the requirements of other applicable law.
The Company anticipates that the last day of trading in the Class A ordinary
shares will be March 24, 2023 and on March 27, 2023, the Public Shares will be
deemed cancelled and will represent only the right to receive the Redemption
Amount.
The Redemption Amount will be payable to the holders of the Public Shares upon
presentation of their respective share or unit certificates or other delivery of
their shares or units to the Company's transfer agent, Continental Stock
Transfer & Trust Company. Beneficial owners of Public Shares held in "street
name," however, will not need to take any action in order to receive the
Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to
the Company's warrants. The Company's initial shareholders have waived their
redemption rights with respect to the outstanding Class B ordinary shares issued
prior to the Company's initial public offering. After March 26, 2023, the
Company shall cease all operations except for those required to wind up the
Company's business.
The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with
the Commission to delist its securities. The Company thereafter expects to file
a Form 15 with the Commission to terminate the registration of its securities
under the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This Current Report on Form 8-K (this "Report") includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act. All statements other than
statements of historical fact included in this Report are forward looking
statements. When used in this Report, words such as "may," "should," "could,"
"would," "anticipate," "seek," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to the Company or its management team,
identify forward-looking statements. Such statements include, but are not
limited to, statements regarding the Redemption Amount or the timing when the
Company's Public Shares will be redeemed. Such statements are based on the
beliefs of, assumptions made by and information currently available to the
Company's management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors
detailed in the Company's filings with the Commission. All subsequent written or
oral forward-looking statements attributable to the Company or persons acting on
its behalf are qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are beyond the
control of the Company. The Company undertakes no obligation to update these
statements after the date of this Report, except as required by law.
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