特殊目的收购公司Far Peak Acquisition Corporation (NYSE: FPAC)和运营受监管的加密货币交易平台Bullish交易所的科技公司Bullish今天宣布，双方同意终止先前提出的业务合并计划。
“上市这个事情拖得比预期得要久，但我们也尊重证交所现在做的工作，这样才能奠定新的数字资产框架并明确行业具体的披露和会计准则，”Bullish主席和CEO Brendan Blumer说，“我很自豪地说，Bullish的员工和顾问团队非常用心，他们花了大量时间保证Bullish用最高标准的透明度和责任感运营。这也是用最好、最安全的方式服务客户的运营基础。”
“很遗憾，我们无法把Bullish的交易细节呈现给Far Peak的股东，”Far Peak的主席和CEO Thomas Farley说，“Bullish自启动以来的成就是符合我们的预期的，他们的每日交易额也凸显了其增长显著。我自己特别信任Bullish的团队：他们有对交易所流动性的垂直整合，对合规的不懈努力，和对行业透明度的最高标准。”
根据最新修改的“协议”条款，如果交易不能在2022年12月31日前完成，Far Peak和Bullish Global都有权终止“协议”。有关该终止事宜，两个公司同意发表共同声明。
尽管双方在过去18个月都付出了巨大的努力，Bullish和Far Peak认同，Bullish先前提交的F-4表格上的注册声明无法在限定时间内被认可有效，因此Far Peak无法召开和征集特殊股东会委托书，让股东在年底前能考虑并对该业务合并案进行投票。
Bullish交易所现在在50多个司法辖区运营，它有创造性地利用做市商指令并且在合规的框架中运营，让机构和个体交易者都能获得深度流动性并进行低成本交易。这个交易平台由Bullish (GI) Limited运营，受到直布罗陀金融服务委员会监管。
Far Peak新修改和重申的备忘录和组织条款提到，如果不能在2023年3月7日之前结束一项初始业务合并，Far Peak将：(i）结束除清盘以外的所有业务 (ii）在不超过十个工作日的期限内，尽快按每股价格赎回其 A 类普通股，以现金支付，金额等于当时存入信托账户的总额，包括利息信托账户中持有的资金赚取的收入，但扣除税款（如有）（减去支付解散费用的最多 100,000 美元的利息）除以当时流通在外的 A 类普通股的数量，赎回将完全消除公众股东的作为股东的权利（包括获得进一步清算分配的权利）（如有） （iii)在此之后，在获得Far Peak其余股东和董事会批准的情况下，在第(ii)和第（iii)条情况下，按照其在开曼群岛的义务群岛法律规定债权人的债权和其他适用法律的要求，尽快进行清算和解散。
Far Peak Acquisition Corporation
Far Peak Acquisition Corporation (NYSE: FPAC), a special purpose acquisition company, and Bullish, a technology company that operates the regulated cryptocurrency trading platform Bullish exchange, announced today that they have mutually agreed to terminate their proposed business combination.
As previously announced on July 8, 2021, Far Peak and Bullish entered into a Business Combination Agreement (the “Agreement”) providing for a business combination in which Bullish would become publicly traded on the New York Stock Exchange.
“Our quest to become a public company is taking longer than expected, but we respect the SEC’s ongoing work to lay new digital asset frameworks and clarify industry-specific disclosure and accounting complexities,” said Brendan Blumer, Chairman and CEO of Bullish. “I’m proud of the dedicated team of Bullish employees and advisors who have devoted countless hours to ensure Bullish operates with the highest standards of transparency and responsibility. This work has formed the operating foundation required to service our customers in the best and safest possible way.”
“We are disappointed that we were unable to present the Bullish transaction to our Far Peak shareholders, “ said Thomas Farley, Chairman and CEO of Far Peak. “Bullish’s accomplishments since its launch have lived up to our expectations, and their daily trading volumes highlight their remarkable growth. I am a big believer in Bullish’s talented team, their vertically integrated approach to exchange liquidity, and their unwavering commitment to regulation, and the highest standards of industry transparency.”
Under the terms of the Agreement, as most recently amended, both Far Peak and Bullish Global would have the right to terminate the Agreement if the transactions had not been consummated by December 31, 2022. In connection with the termination, the parties have agreed to a mutual release.
Despite the extraordinary efforts of the parties over an 18-month period, Bullish and Far Peak have determined that they would be unable to satisfy the requirement that Bullish’s previously filed registration statement on Form F-4 be declared effective in sufficient time to enable Far Peak to call, and solicit proxies for, a special meeting of its shareholders to consider and vote on the proposed business combination prior to year-end.
Bullish exchange, which is available in 50+ jurisdictions, leverages innovative use of AMM Instructions and works within regulatory compliance frameworks, giving institutional and retail traders access to deep liquidity and low-cost transactions. The trading platform is operated by Bullish (GI) Limited and regulated by the Gibraltar Financial Services Commission.
Given the time constraints and market conditions, Far Peak does not intend to seek a new merger partner and will instead focus on winding up either on March 7, 2023, or sooner if practicable.
Far Peak’s amended and restated memorandum and articles of association provide that if it has not consummated an initial business combination by March 7, 2023, Far Peak will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem its Class A ordinary shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Class A ordinary shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Far Peak’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Far Peak Acquisition Corporation