Northern Genesis Acquisition Corp. III (the "Company") (NYSE:NGC) today announced that it will redeem all of its outstanding shares of common stock that were included in the units issued in its initial public offering (the "public shares"), effective as of the close of business on March 27, 2023, as the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation (the "Charter").
Pursuant to its Charter, if the Company does not complete its initial business combination by March 26, 2023, then the Company will: (i) cease all operations except for the purpose of winding up, (ii) redeem the public shares within ten business days thereafter, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company's trust account including interest earned on the funds held in the trust account (less permitted deductions), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) thereafter, subject to the approval of the Company's remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The per-share redemption price for the public shares will be approximately $10.15.
The public shares will cease trading as of the close of business on March 24, 2023. As of the close of business on March 27, 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. 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 expects that the New York Stock Exchange will file a Form 25 with the United States Securities and Exchange Commission (the "Commission") to delist the Company's securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
