Expiration date: 01/15/2026
Acceleration? Yes. Details below.
The following details were pulled from the Subversive Capital Acquisition / TPCO Holding Corp prospectus dated December 16, 2020:
RIGHTS TO PURCHASE SECURITIES
35,837,500 SCAC Warrants are outstanding as of the date of this prospectus. Each SCAC Warrant represents a share purchase warrant to acquire a Class A Restricted Voting Share following 65 days after the Effective Date (which, at such time, will represent a share purchase warrant to acquire a Common Share), at an exercise price of U.S.$11.50 per share.
The SCAC Warrants will expire at 5:00 p.m. (Toronto time) on the day that is five years after the completion of the qualifying transaction of SCAC (which is expected to consist of the Transaction) or may expire earlier upon our winding-up or if the expiry date is accelerated.
Once the SCAC Warrants become exercisable, pursuant to the terms of the Warrant Agreement, SCAC may accelerate the expiry date of the outstanding SCAC Warrants (excluding the Sponsor’s Warrants but only to the extent still held by the Sponsor at the date of public announcement of such acceleration and not transferred prior to the accelerated expiry date, due to the anticipated knowledge by the Sponsor of material undisclosed information which could limit their dealings in such securities) by providing 30 days’ notice if, and only if, the closing price of the Common Shares equals or exceeds U.S.$18.00 per Common Share (as adjusted for stock splits or combinations, stock dividends, Extraordinary Dividends, reorganizations and recapitalizations and the like) for any 20 trading days within a 30- trading day period.
The right to exercise will be forfeited unless the SCAC Warrants are exercised prior to the date specified in the notice of acceleration of the expiry date. On and after the acceleration of the expiry date, a record holder of a SCAC Warrant will have no further rights.
The exercise price and number of shares issuable on exercise of the SCAC Warrants may be adjusted in certain circumstances, including in the event of a stock dividend, Extraordinary Dividend, or our recapitalization, reorganization, merger or consolidation. The SCAC Warrants will not, however, be adjusted for issuances of shares at a price below their exercise price.
SCAC Warrants may be exercised only for a whole number of shares. No fractional shares will be issued upon exercise of the SCAC Warrants. If, upon exercise of the SCAC Warrants, a holder would be entitled to receive a fractional interest in a share, it will, upon exercise, be rounded down to the nearest whole number of shares to be issued to the SCAC Warrant holder.
The exercise of the SCAC Warrants by any holder in the United States, or that is a U.S. Person, may only be effected in compliance with an exemption from the registration requirements of the U.S. Securities Act and applicable State “blue sky” securities laws.
In no event would the SCAC Warrants be entitled to escrow account proceeds. The SCAC Warrant holders do not have the rights or privileges of holders of shares and any voting rights until they exercise their SCAC Warrants and receive corresponding shares. After the issuance of corresponding shares upon exercise of the SCAC Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. On the exercise of any SCAC Warrant, the SCAC Warrant exercise price will be U.S.$11.50, subject to adjustments as described herein.
The warrant agent shall, on receipt of a written request of SCAC or holders of not less than 25% of the aggregate number of SCAC Warrants then outstanding, convene a meeting of holders of SCAC Warrants upon at least 21 calendar days’ written notice to holders of SCAC Warrants. Every such meeting shall be held in Toronto, Ontario or at such other place as may be approved or determined by the warrant agent. A quorum at meetings of holders of SCAC Warrants shall be two persons present in person or represented by proxy holding or representing more than 20% of the aggregate number of SCAC Warrants then outstanding.
From time to time, SCAC and the warrant agent, without the consent of the holders of SCAC Warrants, may amend or supplement the Warrant Agreement for certain purposes including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of SCAC Warrants. Any amendment or supplement to the Warrant Agreement that adversely affects the interests of the holders of SCAC Warrants may only be made by an “extraordinary resolution”, which is defined in the Warrant Agreement as a resolution either (i) passed at a meeting of the holders of SCAC Warrants by the affirmative vote of holders of SCAC Warrants representing not less than two- thirds of the aggregate number of the then outstanding SCAC Warrants represented at the meeting and voted on such resolution, or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than two-thirds of the aggregate number of the then outstanding SCAC Warrants.