Tech and Energy Transition Corp. (TETC) Shareholders Vote Against Extension, Forced to Liquidate
by Marlena Haddad on 2023-03-17 at 5:52pm

Tech and Energy Transition Corp. (NASDAQ: TETC) announced this afternoon that its shareholders have voted against a proposal to extend the SPAC’s timeline to complete a business combination.

Holders of 38,069,946 shares of TETC’s common stock, comprised of 28,495,396 shares of Class A common stock, and 9,575,000 shares of Class B common stock, were present at yesterday’s special meeting, representing approximately 79.11% of the voting power of issued and outstanding shares.

Tech and Energy Transition Corp. was hoping to extend its completion deadline from March 19 to September, but shareholders holding 42.46% of the company’s common stock voted down the proposal. Only 36.60% voted in favor of the extension and 0.05% abstained to vote.

Additionally, shareholders shot down two other proposals, #2 and #3, on the ballot. Proposal #2 considered redemptions resulting in the SPAC having net tangible assets of less than $5,000,001 in order to allow the company to redeem shares irrespective of whether the redemption would exceed the limitation, while proposal #3 asked shareholders that intended to redeem on March 16 to wait three weeks until April 5 to redeem. These proposals received 37.03% and 53.07% votes against them, respectively.

Reasons for the votes against these proposals can be attributed to the 1% excise tax issue which has caused problems for a number of SPACs recently. At issue is whether funds held in trust are to be used to pay, or potentially pay, the tax. SPAC shareholders have increasingly voiced their concerns and asked Sponsors to explicitly state the tax would not come from funds held in trust, but in TETC’s case, it appears those concerns went unheard.

As a result of the extension not being approved, Tech and Energy Transition Corp. will not be able to complete a business combination by its deadline and is now forced to liquidate as promptly as possible. As of March 16, the SPAC held $391,919,051.81 in its trust, and the per-share redemption price for the shares of the Class A Common Stock is expected to be approximately $10.18.

All other costs and expenses associated with implementing the company’s plan of dissolution will be funded from proceeds held outside of the trust account.

The SPAC anticipates that its shares and warrants will cease trading as of the close of business on March 27, and the redemption amount will be paid on March 29.

Tech and Energy Transition Corp. originally announced the pricing of its upsized $385 million IPO in March 2021 and set out to combine with a target using disruptive technology to build or manage businesses and infrastructure undergoing transformation. It was led by Executive Chairman Dan Hesse, CEO and President John Spirtos, Energy CIO Greg Callman, CFO Stephan Feilhauer, and Chief Legal Counsel and Company Secretary Gautham Srinivas.

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