UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
MSD Acquisition Corp. (the “Company”) (Nasdaq: MSDA), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 (the “Public Shares”), effective as of the close of business on March 29, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”).
As stated in the Company’s Articles and in the Company’s registration statement on Form S-1 (Registration No. 333-253316), initially filed with the United States Securities and Exchange Commission (the “Commission”) on February 19, 2021, if the Company is unable to complete an initial business combination within 24 months of the Company’s initial public offering, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest earned on the Trust Account and not previously released to the Company to pay tax obligations, if any, less up to $100,000 of interest to pay dissolution expenses, divided by the number of the issued and Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Directors, liquidate and dissolve, subject in the case of the foregoing clauses (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors, and in all cases subject to the other requirements of applicable law.
The per-share redemption price for the Public Shares will be approximately $10.22 (the “Redemption Amount”). The balance of the Trust Account as of March 13, 2023 was approximately $588,152,033.46, which includes approximately $13,152,033.46 in interest and dividend income (excess of cash over $575,000,000, the funds deposited into the Trust Account). In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.
As of the close of business on March 29, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders of the Public Shares upon delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. 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 sponsor has waived its redemption rights with respect to the outstanding founder shares and private placement warrants. After March 29, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.
The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the Commission in order to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of the Company’s securities under the Securities Exchange Act of 1934, as amended.
A copy of the letter to the stockholders from the Chief Executive Officer of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Letter to the stockholders from the Chief Executive Officer of the Company, dated March 17, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MSD ACQUISITION CORP. | ||
| Date: March 17, 2023 | By: | /s/ John Cardoso |
| Name: | John Cardoso | |
| Title: | Chief Financial Officer | |
[Signature Page to Form 8-K]
2
Exhibit 99.1
March 17, 2023
Dear MSD Acquisition Corp. Shareholders,
On March 29, 2023, we will reach the two year anniversary of the launch of MSD Acquisition Corp. (“MSDAC”). We are writing to inform you that after careful consideration, we have decided to not seek an extension and we will allow MSDAC to expire.
While this was certainly not the expected outcome when we launched in 2021, we are confident that this is the prudent decision today. Throughout our journey, we have received positive feedback on the quality of our value proposition, and our team has worked tirelessly to find a high-quality combination partner at an attractive valuation. However, due to the dramatic changes in equity markets over the past two years, we have been unable to identify a business combination that we believe would deliver meaningful value to our shareholders. As a result, we have determined the best course is to wind down the entity and return the cash to our shareholders.
Effective March 29, 2023 MSDAC will redeem all of its Outstanding Class A ordinary shares, par value $0.0001 (the “Public Shares”). The per-share redemption price for the Public Shares will be approximately $10.22 (the “Redemption Amount”). The balance of the Trust Account as of March 13, 2023 was approximately $588,152,033.46, which includes approximately $13,152,033.46 in interest and dividend income (excess of cash over $575,000,000, the funds deposited into the Trust Account). In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.
As of the close of business on March 29, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. The Redemption Amount will be payable to the holders of the Public Shares upon delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.
I would like to thank each of you for your belief in us and for your support of MSDAC over the past two years. I would also like to thank our world-class Board of Directors for their advice and guidance throughout. We conclude this journey proud that we have been unrelenting in our focus on delivering value for our shareholders, including with our decision to wind down MSDAC. Thank you again for your support.
Sincerely,
Gregg R. Lemkau
CEO of MSD Acquisition Corp.