JOFF Fintech Acquisition Corp. amends the charter to liquidate before the turn of the year and announces 14 December 2022 as the changed termination date and announces key dates in connection with the liquidation
New York, NY, Dec. 14, 2022 (GLOBE NEWSWIRE) — On December 14, 2022, the shareholders of JOFF Fintech Acquisition Corp. (the “Company”) an amendment to the Company’s Amended and Restated Certificate of Incorporation (this “Charter Amendment”) to (i) permit the Company to liquidate and redeem all outstanding Public Shares on or before (x) December 14, 2022 or (y) the date of the effective date of the charter amendment (“Early Liquidation” ”) and (ii) to implement an amendment to the Company’s trust agreement with Continental Stock Transfer and Trust Company (the “Trust Agreement”) to permit the Company to withdraw certain additional amounts of interest income from its trust account for to provide the Company with a share of 60% of the cash tax savings resulting from the early liquidation (such amounts, the “Shared Cash Savings Amount”). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware and executed the Trust Agreement on December 14, 2022.
The Company has also requested Nasdaq Stock Market LLC to suspend trading in (i) its Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), (ii) redeemable warrants to purchase shares of Class A Shares (“Redeemable Warrants”) and (iii) Shares, each consisting of one share of Class A Shares and one-third of one redeemable warrant (the “Shares” and together with the Class A Share and Redeemable Warrants, the “Securities ») effective after the close of business on December 14, 2022, and file with the Securities and Exchange Commission the forms necessary to remove the company’s securities.
Pursuant to the charter amendment, the public shares of Class A common stock will be redeemed at a price per share, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then deposited in the trust account, including interest ( less withdrawals of interest to (i) pay taxes (including franchise fees), (ii) the split cash amount and (iii) up to $100,000 of such net interest to pay dissolution expenses (the “ Redemption Amount ”), at (B) the total amount at that time outstanding public shares in class A shares. The redemption will completely extinguish the rights of holders of public shares in Class A shares. As of the close of business on December 14, 2022, the public shares of Class A stock will be considered canceled and will represent only the right to receive the redemption amount.
There will be no redemption rights or liquidation distributions in respect of the redeemable subscription rights, which will expire worthless upon liquidation of the company.
If shareholders hold shares, such shareholders do not need to separate the shares into their components in order to redeem their public shares in Class A shares.
About JOFF Fintech Acquisition Corp.
The company is a blank check company formed for the purpose of carrying out a merger, stock exchange, asset purchase, share purchase, reorganization or similar business combination with one or more businesses.
Forward-looking statements
The foregoing communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the proposed early liquidation of the Company. These forward-looking statements involve many risks and uncertainties that may cause actual results to differ materially from those expressed or implied in such statements. These forward-looking statements speak only as of the date of the foregoing communication, and the Company expressly disclaims any obligation or duty to disseminate any updates or revisions to any forward-looking statement herein to reflect any change in expectations with respect thereto or any change in events; conditions or circumstances on which such statement is based. Please refer to the Company’s publicly filed documents, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to the Company’s business that may affect the statements in this communication.
Investor contact
JOFF Fintech Acquisition Corp.
(212) 370-1300
