Announcement • Feb 02
DTRT Health Acquisition Request Nasdaq to File Form 25 with SEC
On January 30, 2023, the stockholders of DTRT Health Acquisition Corp. approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) to allow the Company to redeem all of its issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), in advance of the Company’s current termination date of March 7, 2023 (the “Current Termination Date”) by changing the date by which the Company must cease all operations, except for the purpose of winding up, if it fails to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (each, a “Business Combination”) from the Current Termination Date to the later of (x) January 30, 2023 or (y) the date of the effectiveness of the Charter Amendment pursuant to the General Corporation Law of the State of Delaware (the “Amended Termination Date”). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on January 31, 2023, whereupon the Charter Amendment became effective immediately. Because the Company will not be able to complete a Business Combination by the Amended Termination Date, the Company will be obligated to redeem all outstanding Public Shares as promptly as reasonably possible but not more than ten business days after the Amended Termination Date (the “Mandatory Redemption”), following which the Company will be dissolved, liquidated and wound up. The Mandatory Redemption will completely extinguish the rights of holders of the Public Shares. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless upon the liquidation of the Company. Pursuant to the Charter, the outstanding Public Shares will be redeemed, subject to lawfully available funds therefor, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account established in connection with the Company’s initial public offering, including interest (net of taxes payable, and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares. If stockholders hold Units (as defined below), such stockholders do not need to separate the Units into their component parts in order to have their Public Shares redeemed. The Company expects to complete the Mandatory Redemption on or about February 6, 2023. On January 31, 2023, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Mandatory Redemption and requested that Nasdaq (i) suspend trading of the Company’s Public Shares, redeemable warrants, each exercisable for one Public Share at an exercise price of $11.50 per share, subject to adjustment (the “Redeemable Warrants”), and units, each consisting of one Public Share and one-half of one Redeemable Warrant (the “Units” and, collectively with the Public Shares and the Redeemable Warrants, the “Securities”), effective before the opening of trading on February 1, 2023, and (ii) file with the Securities and Exchange Commission (the “SEC”) a Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Once the Form 25 becomes effective to deregister the Securities under Section 12(b) of the Exchange Act, the Company intends to file a Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended with respect to the Securities.
