One Equity Partners Open Water I Corp. Files Preliminary Proxy Statement to Obtain Stockholder Approval to Liquidate Early
28 Ottobre 2022 - 10:36PM
Business Wire
One Equity Partners Open Water I Corp. (NASDAQ: OEPW, OEPW.U,
OEPW) (“OEPW” or the “Company”), announced today that it has filed
a preliminary proxy statement to seek stockholder approval to adopt
amendments to its Amended and Restated Certificate of Incorporation
(“Charter”) to allow the Company to redeem all of its outstanding
public shares and liquidate no later than December 30, 2022, in
advance of the automatic termination date in its current Charter of
January 26, 2023.
Since OEPW’s consummation of its initial public offering on
January 26, 2021, the OEPW management has conducted a rigorous
search for appropriate targets, with the goal of completing a
business combination that met its investment criteria. OEPW
management has thoroughly evaluated current adverse market
conditions including unconducive capital markets, an overall
decline in the SPAC market and a limited pool of public
company-ready business combinations interested in pursuing a
business combination via a SPAC, which have complicated efforts to
find an appropriate target. OEPW management has also reviewed
recent changes in U.S. tax law that could create tax liabilities in
connection with stockholder redemptions after December 31, 2022. As
a result of these factors, OEPW believes that it is in the best
interests of its stockholders to liquidate the Company early.
OEPW will seek a vote in favor of amendments to the Company’s
Certificate of Incorporation from stockholders at a special meeting
to be held later this year. As part of that process, the holders of
public shares will have an opportunity to submit their shares for
redemption, subject to the provisions of OEPW’s Charter. For more
information, please see the preliminary proxy statement filed with
the Securities and Exchange Commission (the “SEC”) on October 28,
2022.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact
included in this press release are forward-looking statements,
including statements relating to the proposed early unwind of the
Company. Such forward-looking statements are based on the beliefs
of management, as well as assumptions made by, and information
currently available to, the Company’s management. Actual results
could differ materially from those contemplated by the
forward-looking statements as a result of certain factors detailed
in the Company’s filings with the SEC. All subsequent written or
oral forward-looking statements attributable to us or persons
acting on our behalf are qualified in their entirety by this
paragraph. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the
Company’s latest Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q filed with the SEC. The Company
undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by
law.
About OEPW
One Equity Partners Open Water I Corp. is a blank check company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination involving one or more businesses.
Additional Information
On October 28, 2022, OEPW filed a preliminary proxy statement
with the SEC in connection with its solicitation of proxies for its
special meeting of stockholders. Prior to the special meeting, OEPW
will file with the SEC and furnish to stockholders a definitive
proxy statement, together with a proxy card. INVESTORS AND SECURITY
HOLDERS OF OEPW ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS OEPW FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of the definitive proxy statement (including any amendments or
supplements thereto) and other documents filed with the SEC through
the web site maintained by the SEC at www.sec.gov. Copies will also
be available free of charge to the public on, or accessible
through, the Company’s corporate website under the heading “SEC
Filings” at https://oepopenwater.com/.
Participants in the Solicitation
OEPW, its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of
proxies from stockholders in connection with the special meeting.
Additional information regarding the identity of these potential
participants and their direct or indirect interests, by security
holdings or otherwise, is set forth in the preliminary proxy
statement for the special meeting that was filed on October 28,
2022, and will be set forth in the definitive proxy statement and
other materials to be filed with the SEC in connection with the
special meeting. You may obtain free copies of these documents
using the sources indicated above.
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For One Equity Partners Charlyn Lusk Stanton 646-502-3549
clusk@stantonprm.com
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