REG - HIRO Metaverse - Business Combination Deadline - Proposed Extension

Hiro Metaverse Acquisitions I SAAnnouncement

03/04/2023 10:45

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RNS Number : 1487V  HIRO Metaverse Acquisitions I S.A.  03 April 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS IS AN ANNOUNCEMENT AND
NOT AN OFFER TO SELL OR AN INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY
SECURITIES NOR A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS
OR PROSPECTIVE INVESTORS SHOULD NOT MAKE INVESTMENT DECISIONS ON THE BASIS OF
ITS CONTENTS.

FOR IMMEDIATE RELEASE.

3 April 2023

Hiro Metaverse Acquisitions I S.A.

Proposed Extension of Business Combination Deadline

Proposed Amendment of Articles of Association

Publication of Convening Notice of Extraordinary General Meeting in connection
with the extension of Business Combination Deadline

Hiro Metaverse Acquisitions I S.A. (LSE: HMAI) ("HMAI" or the "Company"), a
special purpose acquisition company formed to focus on a Business Combination
with a target operating in the sectors of video games, esports, interactive
streaming, GenZ social networks, connected fitness & wellness and
metaverse technologies with principal business operations in the U.K., Europe
or Israel, announces today that it is seeking shareholder approval to extend
the deadline by which it may seek a business combination to 7 February 2024.

Key Highlights

·    HMAI is seeking shareholder approval to extend its initial Business
Combination deadline by nine months from 7 May 2023 to 7 February 2024 to
allow sufficient time to complete a Business Combination.

·   As at the date of this announcement, the Company is not in sufficiently
advanced discussions with any potential targetsto enable Shareholders to
consider and vote on a potential Business Combination.

·    The Articles permit an initial three-month extension period, followed
by a further three-month extension period, in each case with the approval of a
simple majority of the holders of all Ordinary Shares.

·    However, the Board considers that these permitted extensions are
unlikely to provide sufficient time to permit the Company to evaluate target
companies, to agree terms on a potential business combination, to seek
agreement on financing requirements, and to implement the necessary steps for
readmission under the UK Listing Rules in order to complete a business
combination.

·   Accordingly, the Company is convening an EGM to be held at 11.00 a.m.
CEST on 5 May 2023 to consider, and ifthought fit, to approve the Business
Combination Extension to 7 February 2024 by way of an amendment to the
Articles.

 

Full Summary

In order to allow the Company sufficient time to complete a Business
Combination, the Company is seeking shareholder approval to extend its initial
business combination deadline by nine months from 7 May 2023 (the "Initial
Business Combination Deadline") to 7 February 2024 (the "Business Combination
Extension").

The proposed extension will require an amendment to the articles of
association of the Company (the "Articles") which require the Company to
complete a Business Combination by no later than 7 May 2023 (or such later
date as may be approved by Shareholders but in any event no later than 7
November 2023).

The Articles permit an initial three month extension period with the approval
of a simple majority of the holders of all Ordinary Shares followed by a
further three month extension period with the approval of a simple majority of
the holders of all Ordinary Shares, provided that the Business Combination
Deadline may not exceed 7 November 2023. The Board considers that these
permitted extensions are unlikely to provide sufficient time to permit the
Company to evaluate alternative target companies, to agree terms on a
potential business combination, to seek agreement on financing requirements
and to implement the necessary steps for readmission under the UK Listing
Rules in order to complete a business combination. As at the date of this
announcement, the Company is not in sufficiently advanced discussions with any
potential targets to enable Shareholders to consider and vote on a potential
Business Combination.

The market backdrop for SPACs and public equity offerings more generally has
been challenging. This climate has not been conducive to completing a Business
Combination. The Board however remains positive on the prospect of
successfully executing a Business Combination and is encouraged by the
discussions it has had with companies interested in exploring a Business
Combination.

Accordingly, the Company has today published a circular and convening notice
in connection with the Business Combination Extension (the "EGM Notice"),
incorporating the notice of an extraordinary general meeting of the Company
(the "EGM") to approve the Business Combination Extension (the "Extension
Resolution"). The EGM will be held at 11.00 a.m. CEST on 5 May 2023 at Etude
Notaire Me Marc Elvinger, 2 Pl. de l'hotel de ville, 9087 Ettelbruck, Grand
Duchy of Luxembourg, to consider, and if thought fit, approve the Business
Combination Extension by way of an amendment to the Articles.

Pursuant to the Articles, the EGM can only amend the Articles if no less than
50 per cent. of the Ordinary Shares are represented at the EGM and the
Extension Resolution is approved by a majority of at least two-thirds of the
votes validly cast.

Availability of Redemption Rights

Pursuant to the Articles, in the event that any amendment is made to the
Articles:

·  to modify the substance or timing of the Company's obligation to allow
redemption in connection with a Business Combination or redeem 100 per cent
of the Public Shares if the Company does not consummate a Business Combination
within 15 months of 7 February 2022 (subject to an initial three-month
extension period followed by a further three-month extension period, in each
case approved by a shareholder vote); or

· with respect to any other provisions relating to Shareholders' rights or
pre-Business Combination activity,

the Company shall provide the holders of Public Shares (other than Hiro
Sponsor I LLP (the "Sponsor") or a Director) with the opportunity to redeem
their Public Shares upon the approval of any such amendment, at a price
per-share, payable in cash, equal to the aggregate amount then on deposit in
the escrow account opened with Citibank N.A., London Branch (the "Escrow
Account") including the Overfunding Amount and accrued interest (less taxes
payable) divided by the number of then outstanding Public Shares (excluding
the Overfunding Shares), subject always to such sums being available for
distribution in accordance with Articles 430-22 and 461-2 of the Luxembourg
Company Law.

The implementation of the Business Combination Extension on the basis set out
in this announcement would amount to such an amendment to the Articles.
Accordingly, if Shareholders approve the Business Combination Extension at the
EGM, the Company shall provide its Public Shareholders with the opportunity to
redeem all or a portion of their Public Shares (in accordance with the
provisions of the Articles) following the EGM.

This early right of redemption will apply whether or not a Public Shareholder
votes in favour of the resolution to approve the Business Combination
Extension at the EGM. The amount in the Escrow Account is anticipated to be
approximately £10.50 per Public Share (comprising £10.00 per Public Share
representing the initial subscription amount paid by Public Shareholders
together with Public Shareholders' pro rata entitlement to the Escrow Account
Overfunding, expected to be £0.30 per Public Share and accrued interest less
taxes payable, expected to be approximately £0.20 per Public Share), subject
always to such sums being available for distribution in accordance with
Articles 430-22 and 461-2 of the Luxembourg Company Law.

The redemption of the Public Shares held by a Public Shareholder will not
trigger the repurchase or redemption of any Public Warrants held by such
Public Shareholder. Accordingly, Public Shareholders whose Public Shares are
redeemed by the Company will retain all rights to any Public Warrants that
they may hold at the time of such redemption.

The Sponsor and each of the Directors have agreed to waive all redemption
rights with respect to Overfunding Shares and Sponsor Shares held by them in
connection with the Business Combination Extension.

Actions

In order for a valid redemption election to be made, Public Shareholders must
hold Public Shares as at close of business (6:00 p.m. BST) on 5 May 2023 (the
"Redemption Record Time").

Redemption elections through CREST will be available from 9 May 2023 for
holders of Depositary Interests representing Public Shares.

If a Public Shareholder wishes to redeem all or a portion of their Public
Shares early, they are required to submit their redemption election
electronically through CREST so as to be received by 1:00 p.m. BST on 24 May
2023 (the "Election Return Time"), being 15 days following the date of
availability of redemption elections.

Public Shareholders who validly elect to redeem all or a portion of their
Public Shares on or before the Election Return Time shall have such Public
Shares redeemed and payment in respect of such Public Shares will be made by
the Depositary as soon as practicable following the Election Return Time
(expected to be no later than 2 June 2023).

If a Public Shareholder does not wish to redeem any of their Public Shares,
they do not need to submit a redemption election through CREST or take any
other action.

Consequences of not approving the Business Combination Extension

In the event that the Extension Resolution is not approved, the Company will:

·   not be able to complete a Business Combination by the Initial Business
Combination Deadline and expects to be left with substantial unrecovered legal
costs and other expenses, such as those of professional advisors and service
providers;

·    as promptly as reasonably possible following the Initial Business
Combination Deadline, redeem the Public Shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Escrow Account,
including interest earned on the funds held in the Escrow Account (less taxes
payable and up to £100,000 to pay dissolution expenses), divided by the
number of then outstanding Public Shares (which is expected to be
approximately £10.50 per Public Share, subject always to such sums being
available for distribution in accordance with Articles 430-22 and 461-2 of the
Luxembourg Company Law), which redemption, in accordance with the Articles,
will completely extinguish Public Shareholders' rights as Shareholders
(including the right to receive further liquidation distributions (if any));
and

·    seek cancellation of listing and trading of the Company's Public
Shares and Public Warrants (which will expire without value) on the London
Stock Exchange as promptly as possible following the Initial Business
Combination Deadline.

Extraordinary General Meeting

The Business Combination Extension is conditional upon Shareholder approval
being obtained at the Extraordinary General Meeting. Accordingly, the
Directors are seeking approval of a resolution to authorise the Business
Combination Extension by way of an amendment to the Articles (the "Extension
Resolution"). Pursuant to the Articles, the EGM can only amend the Articles if
no less than 50 per cent. of the Ordinary Shares are represented at the EGM
and the Extension Resolution is approved by a majority of at least two-thirds
of the votes validly cast.

If the Company is able to agree the terms of any Business Combination and
enter into a definitive agreement in respect of such transaction, it will make
an announcement and will in due course publish an FCA-approved prospectus and
circular (which will include a notice to convene an extraordinary general
meeting to approve such Business Combination (among other related matters)).

ACTIONS TO BE TAKEN

The EGM, to be held at 11.00 a.m. CEST at Etude Notaire Me Marc Elvinger, 2
Pl. de l'hotel de ville, 9087 Ettelbruck, Grand Duchy of Luxembourg, on 5 May
2023, is being convened at which the Extension Resolution will be proposed.

A copy of the EGM Notice will be available to download from the Company's
website.

Registered holders of Depositary Interests are asked to submit an electronic
vote through the CREST system in order to instruct Link Market Services
Trustees Limited, the Depositary, to vote on the holder's behalf at the
meeting by proxy or, if the meeting is adjourned, at the adjourned meeting. If
you are a CREST Personal Member, or other CREST Sponsored Member, you should
consult your CREST sponsor, who will be able to take appropriate action on
your behalf. Instructions can be submitted via the CREST system to be received
by the issuer's agent, Link Group (ID:RA10 ) by 4.00 p.m. BST on 2 May 2023.

Registered Shareholders are asked to complete and return the Form of Proxy in
accordance with the instructions printed thereon as soon as possible, but in
any event so as to be received by email at Hiro.cosec@jtcgroup.com by 5.00
p.m. CEST on 3 May 2023 with a copy to the Company at the following address:
17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg.

If you complete and return a Form of Proxy, you may still attend and vote at
the EGM in person should you subsequently decide to do so subject to any
restrictions applicable to attendance in person.

The Directors consider that the Business Combination Extension and the
Extension Resolution to be put to the Extraordinary General Meeting are in the
best interests of the Company and its Shareholders as a whole and unanimously
recommend Shareholders vote in favour of the Extension Resolution.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Appendix.

 

Expected timetable of events

 EVENT                                                                           EXPECTED TIMETABLE
 Latest time and date for completion of CREST voting instructions or receipt of  4.00 p.m. BST on 2 May 2023
 Forms of Direction by the Depositary
 Extraordinary General Meeting                                                   11.00 a.m. CEST on 5 May 2023
 Redemption Record Time*                                                         6.00 p.m. BST on 5 May 2023
 Redemption election through CREST available to holders of Depositary Interests  9 May 2023
 representing Public Shares*
 Latest time and date for completion or receipt of Redemption Notices (the       1.00 p.m. BST on 24 May 2023
 "Election Return Time")*
 Expected latest date for settlement of redemption monies through CREST or       2 June 2023
 other form of payment*

*Assuming the Extension Resolution is duly approved at the EGM.

The information contained in this announcement is deemed by HMAI to constitute
inside information for the purposes of Article 7 of the UK Market Abuse
Regulation. By the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain. The person responsible for arranging for the release of this
announcement on behalf of HMAI is Luke Alvarez, Executive Director.

The LEI of HMAI is 222100X27S5HMALJTB53.

 

DISCLAIMER:

These materials may not be published, distributed or transmitted in the United
States, Canada, Australia or Japan. These materials do not constitute an offer
of securities for sale or a solicitation of an offer to purchase securities
(the "Securities") of HMAI in the United States, Australia, Canada, Japan or
any other jurisdiction in which such offer or solicitation is unlawful. The
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). There will be no public offering of the
Securities in the United States. The Securities have not been, and will not
be, registered under the Securities Act. The Securities referred to herein may
not be offered or sold in Australia, Canada or Japan or to, or for the account
or benefit of, any national, resident or citizen of Australia, Canada or
Japan, subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to
buy securities.

This announcement does not constitute a prospectus. In the United Kingdom,
this announcement is only being distributed to, and is only directed at,
qualified investors, within the meaning of Regulation (EU) No 2017/1129 as it
forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 who
are also (i) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), (ii) persons falling within Article 49(2)(a) to (d) of
the Order (high-net-worth companies, unincorporated associations, etc.) or
(iii) persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and
Markets Act 2000) in connection with the issue or sale of any Securities may
otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "Relevant Persons"). This announcement
is directed only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to
which this announcement relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons.

HMAI has not authorised any offer to the public of Securities in any Member
State of the European Economic Area. With respect to any Member State of the
European Economic Area (each a "Relevant Member State"), no action has been
undertaken or will be undertaken to make an offer to the public of Securities
requiring publication of a prospectus in any Relevant Member State. As a
result, the Securities may only be offered in Relevant Member States (i) to
any legal entity which is a qualified investor as defined in the Prospectus
Regulation; or (ii) in any other circumstances falling within Article 1(4) of
the Prospectus Regulation. For the purpose of this paragraph, the expression
"offer of securities to the public" means the communication in any form and by
any means of sufficient information on the terms of the offer and the
Securities to be offered so as to enable the investor to decide to purchase or
subscribe for the Securities and the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129 and includes any relevant delegated regulations.

This announcement may contain forward-looking statements. Forward-looking
statements are statements that are not historical facts and may be identified
by words such as "plans", "targets", "aims", "believes", "expects",
"anticipates", "intends", "estimates", "will", "may", "continues", "should"
and similar expressions. These forward-looking statements reflect, at the time
made, HMAI's beliefs, intentions and current targets/aims concerning, among
other things, HMAI's results of operations, financial condition, liquidity,
prospects, growth and strategies. Forward-looking statements include
statements regarding: objectives, goals, strategies, outlook and growth
prospects; future plans, events or performance and potential for future
growth; economic outlook and industry trends; developments of HMAI's markets;
the impact of regulatory initiatives; and the strength of HMAI's competitors.
Forward-looking statements involve risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the future.
The forward-looking statements in this announcement are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in HMAI's records and other data available from third
parties. Although HMAI believes that these assumptions were reasonable when
made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond HMAI's control.

Forward-looking statements are not guarantees of future performance and such
risks, uncertainties, contingencies and other important factors could cause
the actual outcomes and the results of operations, financial condition and
liquidity of HMAI or the industry to differ materially from those results
expressed or implied in the Information by such forward-looking statements. No
assurances can be given that the forward-looking statements will be realised.
The forward-looking statements speak only as of the date of this announcement.
HMAI expressly disclaims any obligation or undertaking to release any updates
or revisions to any forward-looking statements to reflect any change in its
expectations with regard thereto or any changes in events, conditions or
circumstances on which any forward-looking statements are based. No
representation or warranty is made that any of these forward-looking
statements or forecasts will come to pass or that any forecast result will be
achieved. Undue influence should not be given to, and no reliance should be
placed on, any forward-looking statement.

 

Appendix

Definitions

The following definitions apply throughout this announcement unless the
context requires otherwise.

 "Articles"                                    the Articles of Association of the Company as in force at the date of this
                                               announcement;
 "Board"                                       the board of Directors of the Company;
 "Business Combination"                        a business combination between HMAI and a target company;
 "Business Combination Deadline"               the deadline by which the Company must complete a Business Combination;
 "Business Combination Extension"              the extension of the Initial Business Combination Deadline to
                                               7 February 2024;
 "Company" or "HMAI"                           Hiro Metaverse Acquisitions I S.A., company incorporated in Luxembourg;
 "Depositary"                                  means Link Market Services Trustees Limited or any other depositary appointed
                                               by the Company from time to time;
 "Depositary Interests"                        means the dematerialised depositary interests in respect of the Public Shares
                                               and Public Warrants issued or to be issued by the Depositary;
 "Directors"                                   the directors of the Company;
 "Escrow Account"                              the escrow account opened by the Company's Escrow Subsidiary with Citibank,
                                               N.A., London Branch;
 "Escrow Account Overfunding"                  the additional £3,450,000 funds committed by the Sponsor to the Company
                                               through the private placement of 345,000 Public Shares and 172,500 Public
                                               Warrants, each subscribed for by the Sponsor at the time of the Company's IPO;
 "EGM" or the "Extraordinary General Meeting"  the general meeting of the Company to approve the Business Combination

                                             Extension;
 "EGM Notice"

                                               the convening notice published by the Company in connection with the EGM;

 "Escrow Subsidiary"                           HMA1 (Escrow) Limited, a wholly-owned subsidiary of the Company incorporated

                                             in England and Wales;

                                             the resolution of the Company to be considered and, if thought fit, approved
 "Extension Resolution"                        at the EGM to approve the Business Combination Extension by way of amending
                                               the Articles;
 "FCA"                                         the UK Financial Conduct Authority;
 "Form of Proxy"                               the form of proxy accompanying the EGM Notice in respect of the EGM;
 "FSMA"                                        the Financial Services and Markets Act 2000 of the UK, as amended;
 "Initial Business Combination Deadline"       7 May 2023;
 "IPO"                                         the initial public offering of the Company on 7 February 2022;
 "IPO Prospectus"                              the Company's IPO prospectus dated 2 February 2022;

 "Luxembourg Company Law"                      the Luxembourg law of 10 August 1915 on commercial companies, as amended;
 "Ordinary Shares"                             the Sponsor Shares and the Public Shares;
 "Overfunding Shares"                          345,000 Public Shares subscribed for by the Sponsor at the time of the
                                               Company's IPO as part of the Escrow Account Overfunding;
 "Public Shareholders"                         the holders of Public Shares;
 "Public Shares"                               the Class A Ordinary Shares of the Company;
 "Public Warrants"                             the warrants in respect of Public Shares issued to holders of Public Shares;
 "Shareholder"                                 a holder of Ordinary Shares, including a holder of Public Shares and a holder
                                               of Sponsor Shares;
 "SPACs"                                       special purpose acquisition companies;
 "Sponsor"                                     Hiro Sponsor I LLP, a limited liability partnership incorporated in England
                                               and Wales, with registration number OC439442 and whose registered office is at
                                               18(th) Floor, The Scalpel, 52 Lime Street, London, United Kingdom, EC3M 7AF;
 "Sponsor Shares"                              the 2,875,000 Class B Ordinary Shares of the Company initially held by the

                                             Sponsor as set out in the IPO Prospectus. For the avoidance of doubt, the
                                               Class B Ordinary Shares are not admitted to trading on a stock exchange; and

                                               the Listing Rules of the FCA made under section 73A of FSMA.

 "UK Listing Rules"

 

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