REG - HIRO Metaverse - Results of Redemption Election

Hiro Metaverse Acquisitions I SAAnnouncement

25/05/2023 10:15

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RNS Number : 6578A  HIRO Metaverse Acquisitions I S.A.  25 May 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.

25 May 2023

HIRO METAVERSE ACQUISITIONS I S.A

Results of Redemption Election

Hiro Metaverse Acquisitions I S.A. (LSE: HMAI) ("HMAI" or the "Company"), a
special purpose acquisition company formed to focus on a Business Combination,
announces the results of the redemption of its Public Shares (the "Redemption
Election"), following the amendment to the Articles in connection with the
extension to the deadline by which it may seek a business combination to 7
February 2024, duly approved by HMAI Shareholders at the Company's
Extraordinary General Meeting (the "EGM") held on 5 May 2023.

Results of the Redemption Election

The results of the Redemption Election were as follows:

 Public Shares redeemed**      Public Shares not redeemed**
 Number         %*             Number           %*
 11,428,033     99.37          71,967           0.63

 

* Rounded to two decimal places.

** Excludes the Public Shares held by Hiro Sponsor 1 LLP.

 

The total number of Public Shares eligible for redemption at the Redemption
Record Time was 11,500,000, none of which were held in treasury. Hiro Sponsor
1 LLP holds 345,000 Public Shares which were not eligible for redemption.

For Public Shareholders who elected to redeem all or a portion of their Public
Shares, the price per-Public Share, payable in cash, will be £10.52 per
Public Share (comprising £10.00 per Public Share representing the amount
subscribed for by Public Shareholders together with Public Shareholders' pro
rata entitlement to the Escrow Account Overfunding of £0.30 per Public Share
and accrued interest of £0.22 per Public Share), being the aggregate amount
on deposit in the escrow account opened with Citibank N.A. (the "Escrow
Account") as at the date of the EGM, 5 May 2023 (less taxes payable) divided
by the number of the then outstanding Public Shares (excluding the Overfunding
Shares), being 11,500,000 Public Shares, subject always to such sums being
available for distribution in accordance with Articles 430-22 and 461-2 of the
Luxembourg Company Law.

At the redemption amount of £10.52 per Public Share, the expected total
redemption amount will be £120,222,907. The balance of approximately
£757,000 (as at the date of the EGM, 5 May 2023) will remain in the Escrow
Account.

Redemption Next Steps

As explained in the Company's announcement on 5 May 2023, the redemption of
the Public Shares held by a Public Shareholder does not trigger the repurchase
or redemption of the Public Warrants held by such Public Shareholder (if any).
Accordingly, Public Shareholders whose Public Shares are redeemed by the
Company will retain all rights in respect of any Public Warrants that they may
hold at the time of such redemption.

Public Shareholders who elected to redeem a portion of, or who did not elect
to redeem any of, their Public Shares will continue to have the right to
redeem their remaining Public Shares in accordance with the Articles,
including upon a Business Combination or in the event that a Business
Combination is not consummated prior to the new Business Combination Deadline
of 7 February 2024.

Public Shareholders who did 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  (expected to be no later than 2 June
2023).

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

 

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. 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 redemption 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.

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 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 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 Incorporation of the Company as in force at the time of this
                                               announcement;
 "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., a company incorporated in Luxembourg;
 "CREST"                                       the relevant system (as defined in the Uncertificated Securities Regulations
                                               2001 (SI 2001/3755)) in respect of which Euroclear UK & International
                                               Limited is the Operator (as defined in the Regulations);
 "Depositary"                                  means Link Market Services Trustees Limited or any other depositary appointed
                                               by the Company from time to time;
 "Election Return Time"                        1:00 p.m. on 24 May 2023;
 "Escrow Account"                              the escrow account opened by the Company 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 held on 5 May 2023 to approve the Business
                                               Combination Extension;
 "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 in connection with 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;
 "Redemption Record Time"                      close of business (6:00 p.m. BST) on 5 May 2023;
 "Shareholder" or "HMAI Shareholder"           a holder of Ordinary Shares, including a holder of Public Shares and a holder
                                               of Sponsor Shares;
 "Sponsor"                                     Hiro Sponsor I LLP, a limited liability partnership incorporated in England
                                               and Wales, with registration number OC439442 and whose registered office is at
                                               18th Floor, The Scalpel, 52 Lime Street, London, United Kingdom, EC3M 7A; and
 "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.

 

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