HIRO Metaverse Acquisitions I S.A. Results of Redemption Election (6578A)

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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 GBP10.52 per Public Share (comprising GBP10.00 per Public Share representing the amount subscribed for by Public Shareholders together with Public Shareholders' pro rata entitlement to the Escrow Account Overfunding of GBP0.30 per Public Share and accrued interest of GBP0.22 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 GBP10.52 per Public Share, the expected total redemption amount will be GBP120,222,907. The balance of approximately GBP757,000 (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           the deadline by which the Company must 
  Deadline"                       complete a Business Combination; 
 "Business Combination           the extension of the Initial Business 
  Extension"                      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 GBP3,450,000 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     the general meeting of the Company held 
  General Meeting"                on 5 May 2023 to approve the Business 
                                  Combination Extension; 
 "Initial Business Combination   7 May 2023; 
  Deadline " 
 "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             the Luxembourg law of 10 August 1915 on 
  Law"                            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              close of business (6:00 p.m. BST) on 5 
  Time"                           May 2023; 
 "Shareholder" or "HMAI          a holder of Ordinary Shares, including 
  Shareholder"                    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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May 25, 2023 05:01 ET (09:01 GMT)