Announcement • Oct 04
KME SE, The Paragon Fund III Gmbh & Co. Geschlossene Investment Kg and Magnet Joint Venture GmbH cancelled the acquisition of SDCL EDGE Acquisition Corporation (NYSE:SEDA) from a group of shareholders in a reverse merger transaction.
KME SE, The Paragon Fund III Gmbh & Co. Geschlossene Investment Kg and Magnet Joint Venture GmbH entered into a letter of intent to acquire SDCL EDGE Acquisition Corporation (NYSE:SEDA) from a group of shareholders in a reverse merger transaction on August 21, 2023. Under the terms of the LOI, KME is expected to hold a majority stake in the post-Business Combination entity whose share capital will be listed on the New York Stock Exchange. KME SE, The Paragon Fund III Gmbh & Co. Geschlossene Investment Kg, Magnet Joint Venture GmbH and Creature Kingdom Limited entered into a business combination agreement to acquire SDCL EDGE Acquisition Corporation from a group of shareholders in a reverse merger transaction on February 20, 2024.
The transaction is subject to the completion of due diligence, the negotiation of definitive agreements, satisfaction of the conditions negotiated therein, approval of the transaction by the board and shareholders of KME SE, The Paragon Fund III Gmbh & Co. Geschlossene Investment Kg and Magnet Joint Venture GmbH and SDCL EDGE Acquisition Corporation, as well as regulatory approvals. As of February 27, 2024, SDCL approved a first extension of the date by which the Company must consummate an initial business combination from March 2, 2024 to April 2, 2024. As of March 27, 2024, the Board approved a second extension of the date by which the Company must consummate an initial business combination from April 2, 2024 to May 2, 2024. The third additional one-month extension was approved by the Board on April 29, 2024, extending the deadline to June 2, 2024. The fourth additional one-month extension was approved by the Board on May 24, 2024, extending the deadline to July 2, 2024. As of May 24, 2024, SDCL proposes to extend the date by which the Company must consummate an initial business combination from July 2, 2024 to August 2, 2024 at the Extraordinary General Meeting of shareholders to be held on June 27, 2024. As of October 1, 2024, the transaction is expected to close between October 2, 2024 to November 2, 2024.
Lorenzo Corte and Maria Protopapa of Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal advisors to SDCL. David Stewart and Ingo Strauss of Latham & Watkins (London) LLP and Florian Harder of Morgan, Lewis & Bockius LLP acted as legal advisor to MAGNET Joint Venture GmbH. David Stewart and Ingo Strauss of Latham & Watkins (London) LLP acted as legal advisor to Paragon. Florian Harder of Morgan, Lewis & Bockius LLP acted as legal advisor to KME. Continental Stock Transfer & Trust Company acted as transfer agent to SEDA. SEDA has engaged Morrow Sodali LLC to assist in the solicitation of proxies, for a fee of $15,000.
KME SE, The Paragon Fund III Gmbh & Co. Geschlossene Investment Kg and Magnet Joint Venture GmbH cancelled the acquisition of SDCL EDGE Acquisition Corporation (NYSE:SEDA) from a group of shareholders in a reverse merger transaction on October 2, 2024.
