The following details relate to the current Ceres Acquisition Corp warrants that will convert to Parallel warrants when Parallel completes its IPO via the SPAC, likely this spring/summer.
Ticker: CERWF
Expiration date: 5 years from Parallel’s IPO date.
Acceleration? Yes. Details below.
The following details were pulled from Ceres Acquisition Corp’s interim financial statement dated 11 November, 2020:
Warrants
As at September 30, 2020, the Corporation had 10,100,000 Warrants issued and outstanding, comprised of 6,000,000 Warrants forming part of the Class A Restricted Voting Units and 4,100,000 Sponsor Warrants.
The Warrants will become exercisable at an exercise price of $11.50, commencing 65 days after the completion of a Qualifying Transaction and will expire at 5:00 p.m. (Toronto time) on the day that is five years after the completion of a Qualifying Transaction or earlier, as described in the Prospectus. Once the Warrants become exercisable, the Corporation may accelerate the expiry date of the outstanding Warrants (excluding the Sponsor Warrants), in certain circumstances by providing 30 days’ notice, if and only if, the closing price of the Common Shares equals or exceeds $18.00 per Common Share (as adjusted for stock splits or combinations, stock dividends, extraordinary dividends, reorganizations and recapitalizations) for any 20 trading days within a 30- trading day period.
All Warrants can be exercised, at the election of the holder, on a cashless basis, except if otherwise determined by the Corporation’s board of directors at or prior to the time of completion of a Qualifying Transaction. A cashless exercise permits the holder, in lieu of making a cash payment on exercise, to instead elect to surrender its Warrants and receive the number of Common Shares that is equal to the quotient obtained by multiplying (i) the number of Common Shares for which the Warrant is being exercised by (ii) the difference, if positive, between the volume weighted average price of the Common Shares on the Exchange for the 20 trading days immediately prior to (but not including) the date of exercise of the Warrant and the exercise price in effect on the date immediately prior to (but not including) the date of exercise of the Warrant, and dividing such product by the volume weighted average price of the Common Shares on the Exchange for the 20 trading days immediately prior to (but not including) the date of exercise; provided, however, that no cashless exercise shall be permitted unless the volume weighted average price of the Common Shares (as per above) is higher than the exercise price.
The Warrants issued in connection with the Class A Restricted Voting Units and to the Sponsor were classified as equity.
