BEARD ENERGY TRANSITION ACQUISITION CORP. Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On
The Transactions First Merger
Merger Sub I will be merged with and into the Acquiror (the "First Merger"), and
as a result of the First Merger, Merger Sub I shall cease to exist and Acquiror
shall continue as the surviving company (the "
OpCo Unit Contribution
Immediately following the First Merger Effective Time, (a) pursuant to a
contribution agreement (the "OpCo Contribution Agreement"), Beard will
contribute, assign, transfer, convey and deliver to New PubCo, and New PubCo
will accept from Beard, free and clear of all liens (other than restrictions on
transfer that may be imposed by federal or state securities laws), one hundred
percent (100%) of the Class A units of
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Suntuity Merger
Immediately following the OpCo Unit Contribution, Merger Sub II will be merged with and into the Company (the "Suntuity Merger"), and as a result of the Suntuity Merger, Merger Sub II shall cease to exist and the Company shall continue as the surviving company ("Suntuity") and as a wholly owned subsidiary of New PubCo. At the effective time of the Suntuity Merger (the "Suntuity Merger Effective Time"), (a) each issued and outstanding unit representing limited liability company membership interests of the Company ("Company Interest") will be cancelled and exchanged for (i) a number of shares of New PubCo Class A Common Stock equal to (x) 19,000,000 divided by (y) the sum of the total number of Company Interests, including Company Interests subject to awards representing the contingent right to receive a percentage of the Company Interests (the "Company Restricted Unit Awards"), issued and outstanding immediately prior to the Suntuity Merger Effective Time and (ii) a number of New PubCo Warrants in accordance with the terms of the Sponsor Agreement referred to below, (b) each warrant to purchase Company Interests ("Company Warrant"), to the extent then outstanding and unexercised, will automatically, without any action on the part of the holder thereof, be cancelled and exchanged for a number of shares of New PubCo Class A Common Stock equal to the number of Company Interests subject to such Company Warrant immediately prior to the Suntuity Merger Effective Time and (c) each Company Restricted Unit Award that is outstanding as of immediately prior to the Suntuity Merger Effective Time will cease to represent a Company Restricted Unit Award with respect to the Company Interests and will thereafter constitute an award, on the same terms and conditions (including as to vesting, acceleration and forfeiture) as were applicable to the Company Restricted Unit Award immediately prior to the Suntuity Merger Effective Time, with respect to the number of shares of New PubCo Class A Common Stock equal to (x) 19,000,000 divided by (y) sum of total number of Company Interests, including Company Interests subject to Company Restricted Unit Awards, issued and outstanding immediately prior to the Suntuity Merger Effective Time.
Representations, Warranties and Covenants; Indemnification
The Business Combination Agreement contains customary representations and warranties by the parties thereto, as more particularly set forth in the . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The Acquiror Class A Common Stock and the Acquiror Warrants are currently listed for trading on NYSE under the symbols "BRD" and "BRD.WS," respectively. In addition, the Acquiror Units are also listed for trading on NYSE under the symbol "BRD.U." As a result of the Transactions, (i) each share of Acquiror Class A Common Stock will be exchanged for a share of New PubCo Class A Common Stock, (ii) the Acquiror Warrants will be exchanged for New PubCo Warrants and (iii) the Acquiror Units will be exchanged for New PubCo Units. In connection with the Closing, (i) all of the Acquiror Class A Common Stock and Acquiror Warrants will be delisted from NYSE and will cease to be publicly traded, (ii) the Acquiror Units will be exchanged for New PubCo Units and the New PubCo Units will automatically separate into the component securities and (iii) New PubCo expects to list the New PubCo Class A Common Stock and New PubCo Warrants for trading on NYSE or such other securities exchange as the parties agree under the symbols "STY" and "STY.WS," respectively.
Item 8.01. Other Events.
On
Forward-Looking Statements
This document includes certain statements that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-
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looking. Forward-looking statements may include, for example, statements about
the Company's or SPAC's ability to effectuate the proposed business combination
discussed in this document; the benefits of the proposed business combination;
the future financial performance of New PubCo, which will be the go-forward
public company following the completion of the business combination, following
the Transactions; changes in the Company's strategy, future operations,
financial position, estimated revenues and losses, projected costs, prospects,
plans and objectives of management. These forward-looking statements are based
on information available as of the date of this document, and current
expectations, forecasts and assumptions, and involve a number of judgments,
risks and uncertainties. Accordingly, forward-looking statements should not be
relied upon as representing New PubCo's, the Company's or SPAC's views as of any
subsequent date, and none of New PubCo the Company or SPAC undertakes any
obligation to update forward-looking statements to reflect events or
circumstances after the date they were made, whether as a result of new
information, future events or otherwise, except as may be required under
applicable securities laws. Neither New PubCo nor SPAC gives any assurance that
either New PubCo or SPAC will achieve its expectations. You should not place
undue reliance on these forward-looking statements. As a result of a number of
known and unknown risks and uncertainties, New PubCo's actual results or
performance may be materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause actual results to
differ include: (i) the timing to complete the proposed business combination by
SPAC's business combination deadline and the potential failure to obtain an
extension of the business combination deadline; (ii) the occurrence of any
event, change or other circumstances that could give rise to the termination of
the definitive agreements relating to the proposed business combination;
(iii) the outcome of any legal, regulatory or governmental proceedings that may
be instituted against New PubCo, SPAC, the Company or any investigation or
inquiry following announcement of the proposed business combination, including
in connection with the proposed business combination; (iv) the inability to
complete the proposed business combination due to the failure to obtain approval
of SPAC's stockholders; (v) the Company's and New PubCo's success in retaining
or recruiting, or changes required in, its officers, key employees or directors
following the proposed business combination; (vi) the ability of the parties to
obtain the listing of New PubCo's common stock and warrants on a national
exchange upon the closing of the proposed business combination; (vii) the risk
that the proposed business combination disrupts current plans and operations of
the Company; (viii) the ability to recognize the anticipated benefits of the
proposed business combination; (ix) unexpected costs related to the proposed
business combination; (x) the amount of redemptions by SPAC's public
stockholders being greater than expected; (xi) the management and board
composition of New PubCo following completion of the proposed business
combination; (xii) limited liquidity and trading of New PubCo's securities;
(xiii) geopolitical risk and changes in applicable laws or regulations;
(xiv) the possibility that the Company or SPAC may be adversely affected by
other economic, business, and/or competitive factors; (xv) operational risks;
(xvi) the possibility that natural disasters, raw material, component and labor
shortages, global and regional shipping and logistics constraints, work
stoppages, epidemics or pandemics, or the physical effects of climate change
disrupt the Company's business; (xvii) litigation and regulatory enforcement
risks, including the diversion of management time and attention and the
additional costs and demands on the Company's resources; (xix) the risks that
the consummation of the proposed business combination is substantially delayed
or does not occur; and (xx) other risks and uncertainties indicated from time to
time in the proxy statement/prospectus relating to the proposed business
combination, including those under "Risk Factors" therein, and in SPAC's other
filings with the
No Offer or Solicitation
This communication is related to the proposed business combination between SPAC, the Company and New PubCo and shall not constitute a "solicitation" as defined in Section 14 of the Exchange Act, as amended. This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and does not constitute an offer, or a solicitation of an offer, to sell or buy any securities of SPAC, New PubCo or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed business combination, New PubCo, which will be
the going-forward public company, will file a registration statement on Form S-4
(the "Registration Statement") with the
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include a preliminary prospectus of New PubCo and a preliminary proxy statement
of the SPAC. Information in the preliminary proxy statement/prospectus will not
be complete and may be changed. The Registration Statement, including the proxy
statement/prospectus contained therein, will contain important information about
the proposed business combination and the other matters to be voted upon at
SPAC's stockholder meeting. After the registration statement is declared
effective, SPAC will mail the definitive proxy statement/prospectus relating to
the proposed business combination to SPAC's stockholders as of a record date to
be established for voting on the proposed business combination. This document
does not contain all the information that should be considered concerning the
proposed business combination and other matters and is not intended to provide
the basis for any investment decision or any other decision in respect of such
matters. Stockholders of SPAC and other interested persons are advised to read,
when available, the definitive proxy statement/prospectus as well as other
documents filed or to be filed with the
Participants in the Solicitation
SPAC, New PubCo and the Company and their respective directors and executive
officers may be deemed participants in the solicitation of proxies of SPAC's
stockholders with respect to the proposed business combination . Information
about the directors and executive officers of SPAC and their ownership is set
forth in SPAC's filings with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Business Combination Agreement, dated as ofMay 18, 2023 , by and amongBeard Energy Transition Acquisition Corp ,Suntuity Inc. ,Beard Merger Sub I Corp. ,Beard Merger Sub II LLC ,Suntuity Renewables, LLC and, for limited purposes,Beard Energy Transition Acquisition Sponsor LLC andGregory A. Beard . 10.1 Support Agreement, dated as ofMay 18, 2023 , by and amongBeard Energy Transition Acquisition Corp. andTJFT STY Holdings, LLC . 10.2 Sponsor Agreement, dated as ofMay 18, 2023 , by and among BeardEnergy Transition Acquisition Sponsor LLC ,Beard Energy Transition Acquisition Corp. ,Beard Energy Transition Acquisition Holdings LLC ,Suntuity Inc. ,Suntuity Renewables LLC and Gregory A Beard. 10.3 Form of Lock-Up Agreement. 104 Cover Page Interactive Data file (embedded within the inline XBRL document).
* Certain information has been omitted pursuant to Item 601(a)(5) of Regulation
S-K. A copy of the omitted information will be furnished to the
request.
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