PALO ALTO, Calif., December 16, 2022–(BUSINESS WIRE)–Nook Progress Acquisition Corp. 2 (NASDAQ: TRONU, TRON, TRONW) (“Nook Progress” or the “Firm”) introduced that it has prolonged the Expiration Time of its beforehand introduced tender provide to buy and redeem its Class A Atypical Shares (the “Shares”) at a purchase order worth of $10.21 per share (the “Tender Supply”). As amended, the Tender Supply will now expire at 5:00 p.m., New York Metropolis time, on Tuesday, December 30, 2022, until additional prolonged or earlier terminated.
As set forth within the Supply to Redeem, the Tender Supply is topic to the next circumstances: (i) the quantity of the Firm’s web tangible belongings shall not be lower than $5,000,001 after accounting for the acquisition of shares tendered on this Redemption Supply (the “Most Redemption Situation”), which will not be waived by the Firm; and (ii) different customary circumstances (collectively, the “Closing Circumstances”) (which can be waived by the Firm in its sole and absolute discretion). If any of the Closing Circumstances are usually not glad or waived previous to the Expiration Time, the Firm reserves the precise to terminate the Tender Supply or lengthen it till such circumstances are glad or waived (topic to relevant regulation).
As of December 14, 2022 there was roughly $76,054,424 in Nook Progress’s belief account which stays invested in cash market funds assembly circumstances underneath Rule 2a-7 of the Funding Firm Act.
Continental Inventory Switch & Belief Firm, the depositary for the Tender Supply, has suggested Nook Progress that, as of 5:00 p.m., New York Metropolis time, on Thursday, December 15, 2022, an combination of seven,081,508 Class A Atypical Shares have been correctly tendered and never correctly withdrawn, ensuing within the Most Redemption Situation not being glad. Accordingly, the Firm is extending the Expiration Time so as to allow shareholders to withdraw shares they’ve beforehand tendered. Nook Progress shareholders who’ve already tendered their unusual shares don’t have to re-tender their shares or take every other motion on account of the extension of the Expiration Time of the Tender Supply. Nook Progress shareholders might withdraw shares they’ve beforehand tendered at any time previous to the prolonged Expiration Time of the Tender Supply.
Extra Info Concerning the Tender Supply
This press launch is for informational functions solely. This press launch is just not a suggestion to purchase or promote Shares or every other securities, and it’s neither a proposal to buy nor a solicitation of a proposal to promote Shares or every other securities. A young provide assertion on Schedule TO, together with an Supply to Redeem, a Letter of Transmittal and associated supplies, has been filed with america Securities and Alternate Fee (the “SEC”) by Nook Progress. The Tender Supply is barely made pursuant to the Supply to Redeem, the Letter of Transmittal and associated supplies filed as part of the Schedule TO. Stockholders ought to learn rigorously the Supply to Redeem, Letter of Transmittal and associated supplies as a result of they comprise essential data, together with the assorted phrases of, and circumstances to, the Tender Supply. Stockholders will be capable of get hold of a free copy of the Tender Supply assertion on Schedule TO, the Supply to Redeem, Letter of Transmittal and different paperwork that Nook Progress has filed with the SEC on the SEC’s web site at www.sec.gov or by calling Morrow Sodali LLC, the data agent for the Tender Supply, at (800) 662-5200 (toll free) for people or (203) 658-9400 for banks and brokerages, or by way of electronic mail at [email protected].
About Nook Progress
Nook Progress Acquisition Corp. 2 is a particular objective acquisition firm fashioned for the aim of effecting a merger, share change, asset acquisition, share buy, reorganization or related enterprise mixture with a number of companies.
Ahead Trying Statements
This press launch consists of “forward-looking statements” throughout the that means of the “protected harbor” provisions of the Personal Securities Litigation Reform Act of 1995. The Firm’s precise outcomes might differ from its expectations, estimates and projections and consequently, you shouldn’t depend on these forward-looking statements as predictions of future occasions. Phrases corresponding to “count on,” “estimate,” “undertaking,” “funds,” “forecast,” “anticipate,” “intend,” “plan,” “might,” “will,” “may,” “ought to,” “believes,” “predicts,” “potential,” “proceed,” and related expressions (or the unfavorable variations of such phrases or expressions) are meant to determine such forward-looking statements. These forward-looking statements embrace, with out limitation, Firm’s dedication to funding the Month-to-month Contributions, the Firm’s expectations with respect to future efficiency and anticipated monetary impacts of the non-binding letter of intent that it has entered into with a differentiated meals tech platform for an preliminary enterprise mixture. These forward-looking statements contain vital dangers and uncertainties that might trigger the precise outcomes to vary materially from the anticipated outcomes. Most of those elements are outdoors the Firm’s management and are troublesome to foretell. The Firm cautions traders to not place undue reliance upon any forward-looking statements, which communicate solely as of the date made. The Firm doesn’t undertake or settle for any obligation or enterprise to launch publicly any updates or revisions to any forward-looking statements to mirror any change in its expectations or any change in occasions, circumstances or circumstances on which any such assertion relies.
Precise outcomes might differ materially from these in forward-looking data on account of numerous elements, a few of that are past the Firm’s management, together with, however not restricted to, these mentioned within the Firm’s most up-to-date Annual Report on Kind 10-Ok, filed with the Securities and Alternate Fee on March 31, 2022, and subsequent SEC filings, together with dangers associated to market circumstances, the disruption attributable to the COVID-19 pandemic, which has and is predicted to proceed to materially have an effect on our enterprise, monetary situation and outcomes of operations and money flows for an prolonged time frame. Attributable to such dangers and uncertainties and different elements, the Firm cautions every particular person receiving such forward-looking data to not place undue reliance on such statements. Additional, such forward-looking statements communicate solely as of the date of this press launch and the Firm undertakes no obligations to replace any forward-looking assertion to mirror occasions or circumstances after the date of this press launch or to mirror the prevalence of unanticipated occasions.
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Kevin Tanaka, Director of Company Improvement
Nook Progress Acquisition Corp. 2
Brian Ruby, ICR