Population Health Investment Co., Inc. will repurchase its public shares and not conduct an initial business combination
NEW YORK, November 18, 2022–(BUSINESS WIRE)–Population Health Investment Co., Inc. (Nasdaq: PHIC), a special purpose acquisition company (the “Company”), today announced that it will repurchase all of its outstanding Class A common stock , with a par value of US$0.0001, previously issued to the public (the “Public Shares”), effective November 30, 2022, as the Company will not complete a first business combination within the time period required by its Deed Constitution and its Amended and Restated Articles (the “Articles”).
As set forth in the Company’s Form S-1 and in the Company’s Articles of Association, if the Company is unable to complete a first business combination within 24 months of the closing of its initial public offering on November 2020 (subject to certain unenforceable exceptions), the Company: (i) will cease all business except for the purposes of liquidation; (ii) as promptly as reasonably practicable but not more than ten business days thereafter, redeem 100% of the public shares, at a price per share, payable in cash, equal to the aggregate amount then deposited in the trust account (“Trust Account “), including interest earned on funds held in the trust account not previously paid to us to pay our income taxes, if any (less up to $100,000 interest to pay dissolution costs), divided by the number of – public shares outstanding, the redemption of which will completely extinguish the rights of public shareholders as shareholders (including the right to receive further liquidation distributions, if any ); and (iii) as promptly as reasonably practicable after such redemption, subject to the approval of the remaining shareholders of the Company and the board of directors of the Company, liquidate and dissolve, subject in the case clauses (ii) and (iii) of the Company’s obligations under Cayman Islands law to provide for claims of creditors and requirements of other applicable laws.
After deducting taxes and dissolution costs, the redemption price per share of the Public Shares is expected to be approximately $10.09 (the “Redemption Amount”). Pursuant to the terms of the related trust agreement, the Company expects to retain $100,000 of interest and dividend income from the trust account to pay for termination costs. The Company anticipates that the Public Shares will cease trading at the close of business on November 29, 2022. Effective November 30, 2022, the Public Shares will be deemed canceled and will only represent the right to receive the redemption amount. After November 30, 2022, the Company will cease all activities except those necessary for the liquidation of the activities of the Company.
The Redemption Amount will be paid on November 30, 2022 to the beneficial owners of the Public Shares held in the street name with no action required on their part. The Redemption Amount will be paid to registered holders of Public Shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company , on or after November 30, 2022.
There will be no redemption rights or liquidation distributions with respect to the Company’s Warrants, which will expire worthless.
The Company expects The Nasdaq Stock Market LLC to file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist its securities. The Company then plans to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Important additional information and where to find it
This press release does not constitute an offer to sell or buy, or the solicitation of an offer to buy or sell, any securities. This communication is not a recommendation to buy, sell or exchange any securities, and it is neither an offer to buy nor a solicitation of an offer to sell any securities. Information about the Company and some of the matters discussed in this press release are available on the SEC’s website at www.sec.gov.
This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are generally identified by the words “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity “, “plan,” “may,” “should,” “will continue,” “likely to result,” “will,” “would,” “will,” “currently awaits,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, therefore, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from forward-looking statements contained in this release.You should carefully consider these risks and the other risks and uncertainties described in the Company’s Annual Report on Form 10-K and other documents the Company has filed with the SEC. s identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on forward-looking statements, and the Company undertakes no obligation and does not intend to update or revise such forward-looking statements, whether as a result of new information , future events or otherwise, except as required by law. The Company makes no guarantee that the Company will achieve its expectations. The inclusion of any statement in this press release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
About Population Health Investment Co., Inc.
Population Health Investment Co., Inc. is a blank check corporation formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or consolidation of similar companies with one or more companies. The company was founded by Dr Clive Meanwell and Ian Read.
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