Centricus Shareholders Approve Arqit Deal Following Massive Redemptions

Centricus Acquisition

Centricus Acquisition in an 8-K filing said stockholders voted in favor of the SPAC’s merger with quantum encryption technology company Arqit. The numbers show 92% of voted shares were cast in support of the acquisition.

Now Centricus faces another challenge: how to close the transaction with sufficient cash to satisfy the deal.

Centricus in an 8-K filing Monday disclosed that 32,351,570 Class A ordinary shares of its stock were submitted for redemption ahead of the stockholder vote. The redemptions essentially wiped out the SPAC’s cash in trust. Centricus raised $300 million in an upsized IPO in February.

As a result of the redemptions, the SPAC said Heritage Assets, an investor in the sponsor and a party to a subscription agreement with Centricus and Arqit, intends to purchase up to 2.2 million Centricus shares in the secondary market at $10 each from existing Centricus public shareholders who have submitted their shares for redemption. As an incentive to the purchase by Heritage, the sponsor and certain SPAC shareholders agree to transfer to Heritage an aggregate number of up to 2 million Arqit shares and up to 3.76 million Arqit warrants after the closing, if approved.

The SPAC also noted that certain advisors are in discussion with Centricus and Arqit to reduce or defer their transactions fees and/or receive a portion of the transaction fees in the form of shares of the merged company at $10 per share.

If the $100 million minimum cash consideration is satisfied, the business combination is expected to close Sept. 3. Arqit shares and warrants would begin trading Sept. 7 on the Nasdaq under ARQQ and ARQQW. Read more.

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