Additional Proxy Soliciting Materials (definitive) (defa14a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant    ☒

Filed by a party other than the Registrant    ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☒	Definitive Additional Materials

 

☐	Soliciting Material under § 240.14a-12

BEARD ENERGY TRANSITION ACQUISITION CORP.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

☒	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 31, 2023

 

 

BEARD ENERGY TRANSITION ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		001-41098		86-1990354
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

595 Madison Avenue, 29^th Floor

New York, NY 10022

(Address of principal executive offices, including zip code)

[phone]

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class registered		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one warrant		BRD U		The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share		BRD		The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share		BRD WS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Item 8.01

Other Events.

On January 31, 2023, Beard Energy Transition Acquisition Corp. (the “Company”) issued a press release announcing its decision to cancel the Special Meeting of Stockholders originally scheduled for February 1, 2023 and to withdraw from consideration by the stockholders of the Company the proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 11, 2023.

A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Forward Looking Statements

This Current Report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Current Report are forward-looking statements. When used in this Current Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, uncertainties relating to our ability to complete our initial business combination and those set forth in the “Risk Factors” section in the Definitive Proxy Statement and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022, and our Quarterly Reports on Form 10-Q filed with the SEC on May 5, 2022, August 5, 2022, and November 7, 2022, and in other reports we file with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit No.		Description of Exhibits
99.1		Press Release, dated January 31, 2023.
104		Cover Page Interactive Data file (embedded within the inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				BEARD ENERGY TRANSITION ACQUISITION CORP.
Date: January 31, 2023				By:		/s/ Gregory A. Beard
				Name:		Gregory A. Beard
				Title:		Chief Executive Officer

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Exhibit 99.1

BEARD ENERGY TRANSITION ACQUISITION CORP. ANNOUNCES CANCELLATION OF SPECIAL MEETING OF STOCKHOLDERS

NEW YORK, January 31, 2023 – Beard Energy Transition Acquisition Corp. (NYSE: BRD, BRD.U, BRD.WS) (“BRD” or the “Company”) announced today the cancellation of its special meeting of stockholders (the “Special Meeting”) originally scheduled for February 1, 2023, and to withdraw from consideration by the stockholders of BRD the proposals set forth in BRD’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on January 11, 2023 (the “Definitive Proxy Statement”). As a result of the cancellation of the Special Meeting, the Company will not complete any redemption of shares of BRD Class A common stock previously elected by BRD’s stockholders. Any shares of BRD Class A common stock already submitted for redemption will be returned to stockholders promptly. BRD intends to continue to seek a target for its initial business combination prior to BRD’s scheduled termination date on May 29, 2023 (or August 29, 2023, if BRD chooses to exercise its option to extend the period of time to consummate a business combination by an additional three months).

About Beard Energy Transition Acquisition Corp.

BRD is a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. The Company’s efforts to identify a prospective target business will not be limited to a particular industry, although it intends to target high growth businesses focused on enhancing electric power grid reliability and resiliency through the energy transition infrastructure buildout.

Forward Looking Statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, uncertainties relating to our ability to complete our initial business combination and those set forth in the “Risk Factors” section in the Definitive Proxy Statement and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022, and our Quarterly Reports on Form 10-Q filed with the SEC on May 5, 2022, August 5, 2022, and November 7, 2022, and in other reports we file with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor or Media Contact:

Beard Energy Transition Acquisition Corp.

595 Madison Avenue

29th Floor

New York, NY 10022

[e-mail]