ALPHARETTA, Ga.--(BUSINESS WIRE)--Jackson Acquisition Company (NYSE: RJAC.U) (the “Company”), a special purpose acquisition company, today announced that it will redeem all of the outstanding shares of Class A common stock, par value $0.0001 per share, that were included in the units issued in its initial public offering (the “Public Shares”), effective as of the close of business on June 13, 2023, as the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation (the “Charter”) and the Company’s sponsor has determined that it will not make an additional contribution to the Company’s trust account required in order to extend the June 13, 2023 deadline under the Charter for the Company to complete an initial business combination.
Pursuant to its Charter, if the Company has not consummated an initial business combination by June 13, 2023 (or September 13, 2023 if its sponsor exercises its extension option), then the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares at a per share price, payable in cash, equal to (A) the aggregate amount then on deposit in the Company’s trust account including interest earned on the funds held in the trust account (less up to $100,000 of net interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by (B) the total number of outstanding Public Shares, which redemption will completely extinguish the rights of the holders of the Public Shares as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonable possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.
Based on the amount held in trust as of March 31, 2023, the per-share redemption price for the Public Shares is expected to be approximately $10.38 (the “Redemption Amount”).
The Company anticipates that the Public Shares, as well as the Company’s publicly traded units and warrants, will cease trading as of the close of business on June 12, 2023. As of the close of business on June 13, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
In order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account, less $100,000 of interest to pay dissolution expenses and net of taxes payable, by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. The Redemption Amount will be payable to the holders of the Public Shares upon delivery of their shares or units. 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, which will expire worthless. The Company's initial shareholders have waived their redemption rights with respect to the outstanding Class B common stock issued prior to the Company's initial public offering. After June 13, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.
The Company expects that the New York Stock Exchange will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s 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.
About Jackson Acquisition Company
Jackson Acquisition Company is a special purpose acquisition Company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous risks, conditions and other uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s annual report on Form 10-K filed with the SEC and subsequent reports filed with the SEC, as amended from time to time. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.