Result of Meeting

HIRO Metaverse Acquisitions I S.A.

05 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 CONSTITUTE 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.

5 May 2023

HIRO METAVERSE ACQUISITIONS I S.A.

Results of Extraordinary General Meeting in connection with the extension of Business Combination Deadline

Availability of Redemption Rights

Hiro Metaverse Acquisitions I S.A. (LSE: HMAI) ("HMAI" or the "Company"), a special purpose acquisition company formed to focus on a Business Combination is pleased to announce that the Extension Resolution put to HMAI Shareholders at the Company's Extraordinary General Meeting held today was duly passed. This will allow the Company to extend the deadline by which it may seek a business combination to 7 February 2024 (the "Business Combination Extension").

Full details of the Extension Resolution are set out in the notice of the Extraordinary General Meeting set out at the end of the Extension Circular.

Voting results at the Extension General Meeting

The table below sets out the results of the poll at the Extraordinary General Meeting. Each HMAI Shareholder present (including in person or by proxy) was entitled to receive one vote per Ordinary Share held at the Voting Record Time.

The voting on the Extension Resolution was taken on a poll and the results were as follows:

Resolution	Votes For**		Votes Against		Total Votes	Withheld Votes***
	Number	%*	Number	%*	Number	Number
To approve amendments to the Articles to extend the Business Combination Deadline to 7 February 2024	7,033,836	89.54%	821,946	10.46%	7,855,782	6,864,218

* Rounded to two decimal places.

** Includes discretionary votes.

*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' the Extension Resolution.

At the time of convening the Extraordinary General Meeting, the Company's registered capital amounted to GBP 156,417.20 represented by 11,845,000 Public shares (Class A ordinary shares) without nominal value and 2,875,000 Sponsor shares (Class B ordinary shares) without nominal value.

Each share entitles its holder to one vote, so that the total number of possible votes at the time of convening the Extraordinary General Meeting of the Company was 14,720,000.

Availability of Redemption Rights

As explained in the Company's announcement on 3 April 2023, the amendment to the Articles in connection with the Business Combination Extension requires that the Company provide the holders of Public Shares (other than Hiro Sponsor 1 LLP (the "Sponsor") or a Director) with an opportunity to redeem their Public Shares, in addition to the existing opportunities to redeem their Public Shares at the time of a Business Combination or in the event that a Business Combination is not consummated prior to the Business Combination Deadline.  

Accordingly, following the approval of the Business Combination Extension, the Company is providing its Public Shareholders (other than the Sponsor or a Director) with the opportunity to redeem all or a portion of their Public Shares (in accordance with the provisions of the Articles).  Such holders of Public Shares will have 15 days from 9 May 2023 to elect to redeem their Public Shares.

This right of redemption applies whether or not a Public Shareholder voted in favour of the Extension Resolution. Further, 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 to any Public Warrants that they may hold at the time of such redemption.

Public Shareholders who elect to redeem a portion of, or who do not redeem any of, their Public Shares will continue 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. 

In the event a Public Shareholder elects to redeem all or a portion of their Public Shares, the price per-share, payable in cash, will equal approximately £10.52 per Public Share (comprising £10.00 per Public Share representing the amount subscribed for by Public Shareholders together with Public Shareholders' pro rata entitlement to the Escrow Account Overfunding of £0.30 per Public Share and accrued interest, of approximately £0.22 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 this announcement (less taxes payable) divided by the number of outstanding Public Shares (excluding the Overfunding Shares) as at the date of this announcement, subject always to such sums being available for distribution in accordance with Articles 430-22 and 461-2 of the Luxembourg Company Law.

ACTIONS TO BE TAKEN IF A PUBLIC SHAREHOLDER WISHES TO REDEEM EARLY

In order for a valid redemption election to be made, Public Shareholders must hold Public Shares as at close of business (6:00 p.m. BST) on 5 May 2023 (the "Redemption Record Time").

Copies of the Redemption Notice will be available for download from the Company's website from 9 May 2023. Redemption elections through CREST will also be available from this date for holdings of Depositary Interests.

If a Public Shareholder wishes to redeem all or a portion of their Public Shares early, they are required to submit their redemption election electronically through CREST so as to be received by 1:00 p.m. on 24 May 2023 (the "Election Return Time"), being 15 days following the date of availability of the Redemption Notices.

Public Shareholders who validly 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 following the Election Return Time (expected to be no later than 2 June 2023).

Further details on how a Public Shareholder can make an election to redeem all or a portion of their Public Shares are set out in Appendix 1 (Notes for Making a Redemption Election) of this announcement. A Public Shareholder who wishes to redeem all or a portion of their Public Shares is asked to read these notes for detailed instructions.

If a Public Shareholder does not wish to redeem any of their Public Shares, they do not need to return the Redemption Notice or submit a redemption election through CREST or take any other action.

Any decision by a Public Shareholder to redeem all or a portion of their Public Shares early should be based on independent financial, tax and legal advice and a full consideration of the IPO Prospectus, this announcement, and the risk factors set out in the Extension Circular. 

If you are in any doubt about the contents of this announcement, or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under FSMA immediately, if you are in the United Kingdom, or from another appropriately authorised independent professional adviser if you are taking advice in a territory outside the United Kingdom. This announcement does not contain nor should its contents be construed as legal, business or tax advice and you should consult your own solicitor, independent financial adviser or tax adviser (as appropriate) for such advice.

Capitalised terms used but not defined in this announcement have the meanings given to them in Appendix 2.

Expected timetable of events

EVENT                                                                                        EXPECTED TIMETABLE

Redemption Record Time	6:00 p.m. BST on 5 May 2023
Redemption election through CREST made available to holders of Depositary Interests representing Public Shares	9 May 2023
Latest time and date for completion or receipt of Redemption Notices and redemption elections through CREST (the "Election Return Time")	1:00 p.m. BST on 24 May 2023
Expected latest date for settlement of redemption monies through CREST or other form of payment.	2 June 2023

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 LMAI 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 1

Notes for Making a Redemption Election

1.   If a Public Shareholder does not wish to redeem any of their Public Shares, they do not need to return the Redemption Notice or submit a redemption election through CREST.

2.   If a Public Shareholder does not make a redemption election, no redemption of their Public Shares shall occur.

3.   Public Shareholders may make a redemption election in respect of all or a portion only of their Public Shares.

Public Shareholders wishing to make an election to redeem all or a portion of their Public Shares, should follow the instructions below.

4.   In order for a valid redemption election to be made, Public Shareholders must hold Public Shares as at close of business (6:00 p.m. BST) on 5 May 2023 (the "Redemption Record Time").

5.   Redemption elections through CREST will be available from 9 May 2023 for holders of Depositary Interests representing Public Shares.

6.   If a Public Shareholder wishes to redeem all or a portion of their Public Shares early, they are required to submit their redemption election electronically through CREST so as to be received by the issuer's agent, Link Group (ID: RA10) by 1:00 p.m. BST on 24 May 2023 (the "Election Return Time"), being 15 days following the date of availability of redemption elections.

7.   If you are a CREST Personal Member, or other CREST Sponsored Member, you should consult your CREST sponsor, who will be able to take appropriate action on your behalf.

8.   Public Shareholders who validly 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 following the Election Return Time (expected to be no later than 2 June 2023).

9.   The Depositary may be contacted at , Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL or at the Depositary's Shareholder Helpline, Tel: [phone] (Shareholders). If you are outside the United Kingdom, please call [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Depositary is open between 9.00 a.m. - 5:30 p.m. BST, Monday to Friday excluding public holidays in England and Wales. Email: [e-mail].

Late or incomplete redemption election

10. If any Redemption Notice or electronic election in respect of a redemption election is either received after the Election Return Time, or is received before such time and date but is not valid or complete in all respects at such time and date, such redemption election shall, for all purposes, be void, and thus the Public Shareholder will be deemed not to have made a redemption election (unless HMAI, in its absolute discretion, elects to treat as valid, in whole or in part, any such redemption election).

General

11. The validity (or invalidity) of redemption elections, as well as any rounding adjustments required in relation to the relevant number of Public Shares, shall be determined in the absolute discretion of HMAI.

12. Without prejudice to any other provision of this Appendix 1 or the Redemption Notice or otherwise, HMAI reserves the right to treat as valid in whole or in part any redemption election which is not entirely in order.

13. No acknowledgements of receipt of any Redemption Notice, electronic election or other documents will be given. All communications, notices, other documents and remittances to be delivered by, to, from or on behalf of holders of Public Shares (or their designated agent(s)) or as otherwise directed will be delivered by or to or sent to or from such holders of Public Shares (or their designated agent(s)) entirely at their own risk.

14. The Redemption Notice and all redemption elections, all action taken or made or deemed to be taken or made pursuant to any of these terms shall be governed by and interpreted in accordance with English law.

15. Execution of a Redemption Notice or the submission of an electronic election by or on behalf of a Public Shareholder will constitute his or her agreement that the courts of England and Wales are (subject to the paragraph below) to have non-exclusive jurisdiction to settle any dispute which may arise in connection with the creation, validity, effect, interpretation or performance of a Redemption Notice or the submission of an electronic election, and for such purposes that he or she irrevocably submits to the jurisdiction of the English courts.

16. None of HMAI, the Company's Depositary or any of their respective advisers or any person acting on behalf of any one of them shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of redemption elections on any of the bases set out in this Appendix 1 or otherwise in connection therewith.

Appendix 2

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;
"Board"	the board of Directors of the Company;
"Business Combination"	a business combination between HMAI and a target company;
"Business Combination Deadline"	the deadline by which the Company must complete a Business Combination;
"Business Combination Extension"	the extension of the Initial Business Combination Deadline to 7 February 2024;
"Company" or "HMAI"	Hiro Metaverse Acquisitions I S.A., a company incororated 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;
"Depositary Interests"	means the dematerialised depositary interests in respect of the Public Shares and Public Warrants issued by the Depositary;
"Directors"	the directors of the Company;
"Election Return Time"	1:00 p.m. on 24 May 2023
"Escrow Account"	the escrow account opened by the Company's Escrow Subsidiary with Citibank, N.A., London Branch;
"Escrow Subsidiary"	HMA1 (Escrow) Limited, a wholly-owned subsidiary of the Company incorporated in England & Wales;
"Escrow Account Overfunding"	the additional 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 General Meeting"	the general meeting of the Company held on 5 May 2023 to approve the Business Combination Extension;
"Extension Circular "	the document made available to HMAI Shareholders on 4 April 2023 in connection with the Business Combination Extension and the EGM;
"Extension Resolution"	the resolution of the Company passed at the EGM to approve the Business Combination Extension by way of amending the Articles;
"FCA"	the UK Financial Conduct Authority;
"FSMA"	the Financial Services and Markets Act 2000 of the UK, as amended;
"Initial Business Combination Deadline"	7 May 2023;
"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 Law"	the Luxembourg law of 10 August 1915 on commercial companies, as amended;
"Ordinary Shares"	the Sponsor Shares and the Public Shares;
"Overfunding Shares"	345,000 Public Shares subscribed for by the Sponsor at the time of the Company's IPO as part of 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 Notice"	the notice of redemption posted to Shareholders who hold their Public Shares electronically on or around the date of this announcement;
"Redemption Record Time"	close of business (6:00 p.m. BST) on 5 May 2023;
"Shareholder" or "HMAI Shareholder"	a holder of Ordinary Shares, including 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 7AF;
"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; and
"Voting Record Time"	close of business (4:00 p.m. BST) on 2 May 2023 2023.

 

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