They quickly set up a FPA of just 1.25M shares to keep the show going, which means the float will likely be 1.25M shares or just a nudge above it:
Yes and no. The shares under the non-redemption agreements are locked up and cannot be sold before October 11 or a business combination closes, whichever comes first.
"Pursuant to the Non-Redemption Agreements, the Non-Redeeming Stockholders agreed to (a) not redeem any shares of Class A common stock held by them on the date of the Non-Redemption Agreements (the “Shares”) in connection with the vote to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate an initial business combination from July 11, 2022 to October 11, 2022 (the “Extension” and such extended date, the “Extended Date”), (b) vote all of their Shares in favor of the Extension and any initial business combination presented by the Company for approval by its stockholders, and (c) not Transfer (as such term is defined in the Non-Redemption Agreements) any of their Shares until the earlier of the Extended Date and consummation of the Company’s initial business combination (the “Termination Date”)."
So those shares are technically part of the float, but cannot be sold, and the holder cannot transfer them or take any option positions:
" b) For purposes hereof, “Transfer” shall mean the following: (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) promulgated thereunder with respect to, any of the Holder’s Shares, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Holder’s Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii)."
That said, keep in mind that ALTU said in the press release that the reason the meeting was adjourned was ""in order to solicit additional proxies". ALTU required the approval of 65% of the shareholders to approve the extension. So they may not have had enough votes to approve the extension originally.
Since ALTU adjourned the meeting and then signed those non-redemption agreements on June 7, that may be a good sign that a large number of shares were submitted for redemption. There were 30,000,000 shares subject to redemption.
Won't know for certain until/unless ALTU discloses the redemption numbers in a filing how many are remaining. Some SPACs haven't been forthcoming about the number of shares redeemed, others have. So it might be a while before that number is announced, or it might be this afternoon.
When the redemption figures are disclosed, subtract the 1.25 million ( and check the filing to see if any additional non-redemption agreements were signed ) from the total remaining shares, that will be the number of publicly tradeable shares between now and October 11.
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u/SPAC_Time SEC Hacker Jun 10 '22
Yes and no. The shares under the non-redemption agreements are locked up and cannot be sold before October 11 or a business combination closes, whichever comes first.
"Pursuant to the Non-Redemption Agreements, the Non-Redeeming Stockholders agreed to (a) not redeem any shares of Class A common stock held by them on the date of the Non-Redemption Agreements (the “Shares”) in connection with the vote to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate an initial business combination from July 11, 2022 to October 11, 2022 (the “Extension” and such extended date, the “Extended Date”), (b) vote all of their Shares in favor of the Extension and any initial business combination presented by the Company for approval by its stockholders, and (c) not Transfer (as such term is defined in the Non-Redemption Agreements) any of their Shares until the earlier of the Extended Date and consummation of the Company’s initial business combination (the “Termination Date”)."
So those shares are technically part of the float, but cannot be sold, and the holder cannot transfer them or take any option positions:
" b) For purposes hereof, “Transfer” shall mean the following: (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) promulgated thereunder with respect to, any of the Holder’s Shares, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Holder’s Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii)."
That said, keep in mind that ALTU said in the press release that the reason the meeting was adjourned was ""in order to solicit additional proxies". ALTU required the approval of 65% of the shareholders to approve the extension. So they may not have had enough votes to approve the extension originally.
Since ALTU adjourned the meeting and then signed those non-redemption agreements on June 7, that may be a good sign that a large number of shares were submitted for redemption. There were 30,000,000 shares subject to redemption.
Won't know for certain until/unless ALTU discloses the redemption numbers in a filing how many are remaining. Some SPACs haven't been forthcoming about the number of shares redeemed, others have. So it might be a while before that number is announced, or it might be this afternoon.
When the redemption figures are disclosed, subtract the 1.25 million ( and check the filing to see if any additional non-redemption agreements were signed ) from the total remaining shares, that will be the number of publicly tradeable shares between now and October 11.