Currently, the Sponsor owns approximately 20% of STPK’s common stock, consisting of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “common stock”), Star Peak Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and STPK’s officers and directors have agreed to waive their redemption rights in connection with the consummation of the merger with respect to any shares of Class A Common Stock they may hold. A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A Common Stock. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. For illustrative purposes, based on funds in the Trust Account of approximately $383.6 million on September 30, 2020, the estimated per share redemption price would have been approximately $10.13, excluding additional interest earned on the funds held in the Trust Account and not previously released to STPK to pay taxes. Pursuant to STPK’s Existing Charter, STPK will provide holders (“public stockholders”) of its Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) with the opportunity to redeem their shares of Class A Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (the “Trust Account”), which holds the proceeds of STPK’s initial public offering (“STPK’s IPO”) as of two (2) business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to STPK to pay taxes) upon the closing of the transactions contemplated by the merger agreement. Subject to the assumptions set forth under “ Basis of Presentation and Glossary ” in the accompanying proxy statement/consent solicitation statement/prospectus and assuming that the merger effective date were, 2021, the record date for the STPK Special Meeting (as defined below), the exchange ratio would have been approximately 0.217 of a share of New Stem Common Stock for each share of Existing Stem Common Stock (the “Exchange Ratio”) (assuming for purposes of such calculation that (i) all outstanding shares of Stem preferred stock have converted into New Stem Common Stock, (ii) substantially all outstanding Stem warrants have converted into Stem common stock and (iii) 51,735,290 shares of Stem common stock issuable upon the exercise of existing options and warrants of Stem are assumed by STPK and remain outstanding at the closing of the merger (and, following the consummation of the merger, will be exercisable for an adjusted number of shares of New Stem Common Stock in accordance with the Exchange Ratio) except, in each case, for any resulting fractional shares of New Stem Common Stock (which will instead be paid in cash in an amount equal to the fractional amount multiplied by $10.00)).
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