ALSP Orchid Acquisition Corporation I Announces it Will Redeem its Public Shares and Will Not Consummate an Initial Business Combination
SEATTLE--ALSP Orchid Acquisition Corporation I (Nasdaq: ALOR) (the “Company” or “ALSP Orchid”) announced today that it will redeem all of its outstanding Class A ordinary shares (the “Public Shares”), effective as of the close of business on November 14, 2023 or as soon as possible thereafter because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”).
As stated in the Company’s Articles and in the Company’s registration statement on Form S-1 (Registration No. 333-260709), as filed with the United States Securities and Exchange Commission (the “Commission”), declared effective on November 18, 2021, if the Company is unable to complete an initial business combination within 15 months of the Company’s initial public offering (the “IPO”), which deadline was subsequently extended to 21 months at the extraordinary general meeting held by the Company on February 17th, 2023 (the “Extension meeting”) and then further extended by depositing $0.10 per public share into the trust account on August 17, 2023, in each case in accordance with the Articles, and the expiration date of such period, (the “Deadline”), the Company 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less taxes payable and up to US$100,000 of accrued interest to pay dissolution expenses), divided by the number of then-outstanding Public 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 the Company's remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors, and in all cases subject to the other requirements of applicable law.
The per-share redemption price for the Public Shares will be approximately $10.86 (the “Redemption Amount”). The balance of the Trust Account as of October 31, 2023 was approximately $21,784,327, which includes approximately $1,222,159 in interest and dividend income (such amount equal to the excess of the cash held in the Trust Account over (i) $20,362,535.40 in funds deposited into the Trust Account following the IPO in respect of the 1,996,327 Public Shares not redeemed in connection with the Extension Meeting plus $199,632.70 deposited in the Trust Account in connection with the extension of the Deadline from August 23, 2023 to November 23, 2023). In accordance with the terms of the Articles and the investment management trust agreement between the Company and the trustee of the Trust Account, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses, and any amounts necessary to satisfy our obligations under Cayman Islands law, or other applicable law, to provide for claims of creditors.
As of the close of business on November 14, 2023 or as soon as possible thereafter, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders of the Public Shares upon delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Company’s sponsor, ALSP Orchid Sponsor LLC (the “Sponsor”), has waived its redemption rights with respect to the outstanding Class B ordinary shares purchased prior to the IPO and the Class A ordinary shares that form part of the units purchased by the Sponsor in a private placement that occurred substantially simultaneously with the IPO. After November 14, 2023 or as soon as possible thereafter, the Company shall cease all operations except for those required to wind up the Company’s business.
The Company will file a Form 25 with the Commission in order to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of the Company’s securities under the Securities Exchange Act of 1934, as amended.
Cautionary Note Concerning Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
ALSP Orchid Acquisition Corporation I Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing January 10, 2022
SEATTLE, WA, January 6, 2022 — ALSP Orchid Acquisition Corporation I (Nasdaq: ALORU) (the “Company” or “ALSP Orchid”) announced today that, commencing January 10, 2022, holders of the units sold in the Company’s initial public offering of 172,500,000 units, completed on November 23, 2021, may elect to separately trade the Class A ordinary shares and warrants included in the units. Those units not separated will continue to trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “ALORU,” and the Class A ordinary shares and warrants that are separated will trade on the Nasdaq under the symbols “ALOR” and “ALORW,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued.
The units were initially offered by the Company in an underwritten offering. Stifel, Nicolaus & Company, Incorporated and Nomura Securities International, Inc. served as joint book-running managers of the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on November 18, 2021.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these 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 any such state or jurisdiction. The offering was made only by means of a prospectus. Copies of the final prospectus related to the offering may be obtained from: Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com, or from Nomura Securities International, Inc., Attention: Equity Syndicate Department, Worldwide Plaza, 309 West 49th Street, New York, New York 10019-7316, or by telephone at 212-667-9000, or by email at equitysyndicateamericas@nomura.com.
About ALSP Orchid
ALSP Orchid is a blank check company formed by Accelerator Life Science Partners for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to pursue investments in North America and Singapore with an emphasis on life science companies developing assets and next-generation platform technologies with broad applicability. ALSP Orchid is led by CEO Thong Q. Le, CFO Ian A.W. Howes, COO Andras T. Forgacs, CBO Kevin T. Chow, Ph.D., and CDO Kendall M. Mohler, PhD. The Company’s independent board of directors is led by Board Chairman Bruce L.A. Carter, Ph.D. and includes Mark W. Hahn, Sundar R. Kodiyalam, Stephanie Read, and Eugene W. Yeo, Ph.D. The Company’s advisory board includes Philip Yeo Liat Kok, Ph.D. and Randall C. Schatzman, Ph.D.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 registration statement and prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
Jessica Burback, Director of Investor Relations
IR@acceleratorlsp.com
ALSP Orchid Acquisition Corporation I Announces $172.5 Million Initial Public Offering
SEATTLE, WA, November 23, 2021 — ALSP Orchid Acquisition Corporation I (NASDAQ: ALORU) (the “Company” or “ALSP Orchid”) today announced that it has closed its initial public offering of 17,250,000 units, including 2,250,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option, at a price of $10.00 per unit. The units are listed on the Nasdaq Global Market (“Nasdaq”) and began trading under the ticker symbol “ALORU” on November 19, 2021. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share. After the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “ALOR” and “ALORW,” respectively.
ALSP Orchid is a newly organized blank check company formed by Accelerator Life Science Partners for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to pursue investments in North America and Singapore with an emphasis on life science companies developing assets and next-generation platform technologies with broad applicability.
ALSP Orchid is led by CEO Thong Q. Le, CFO Ian A.W. Howes, COO Andras T. Forgacs, CBO Kevin T. Chow, Ph.D., and CDO Kendall M. Mohler, PhD. The Company’s independent board of directors is led by Board Chairman Bruce L.A. Carter, Ph.D. and includes Mark W. Hahn, Sundar R. Kodiyalam, Stephanie Read, and Eugene W. Yeo, Ph.D. The Company’s advisory board includes Philip Yeo Liat Kok, Ph.D. and Randall C. Schatzman, Ph.D.
Stifel, Nicolaus & Company, Incorporated and Nomura Securities International, Inc. acted as joint book-running managers of the offering.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on November 18, 2021. The offering is being made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained from Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com, or from Nomura Securities International, Inc., Attention: Equity Syndicate Department, Worldwide Plaza, 309 West 49th Street, New York, New York 10019-7316, or by telephone at 212-667-9000, or by email at equitysyndicateamericas@nomura.com.
This press release will not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any sale of these 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 any such state or jurisdiction.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of ALSP Orchid, including those set forth in the Risk Factors section of the registration statement and prospectus for ALSP Orchid’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. ALSP Orchid undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
Jessica Burback, Director of Investor Relations
IR@acceleratorlsp.com
ALSP Orchid Acquisition Corporation I Announces Pricing of $150 Million Initial Public Offering
SEATTLE, WA, November 18, 2021 — ALSP Orchid Acquisition Corporation I (the “Company” or “ALSP Orchid”) today announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “ALORU” beginning on November 19, 2021. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share. After the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “ALOR” and “ALORW,” respectively. The offering is expected to close on November 23, 2021, subject to customary closing conditions.
ALSP Orchid is a newly organized blank check company formed by Accelerator Life Science Partners, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Stifel, Nicolaus & Company, Incorporated and Nomura Securities International, Inc. are serving as joint book-running managers of the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 2,250,000 units at the initial public offering price to cover over-allotments, if any.
The offering is being made only by means of a prospectus. When available, copies of the preliminary prospectus relating to the offering may be obtained from Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com, or from Nomura Securities International, Inc., Attention: Equity Syndicate Department, Worldwide Plaza, 309 West 49th Street, New York, New York 10019-7316, or by telephone at 212-667-9000, or by email at equitysyndicateamericas@nomura.com.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on November 18, 2021. This press release will not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any sale of these 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 any such state or jurisdiction.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of ALSP Orchid, including those set forth in the Risk Factors section of the registration statement and preliminary prospectus for ALSP Orchid’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. ALSP Orchid undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
Jessica Burback, Director of Investor Relations
IR@acceleratorlsp.com
ALSP Orchid Acquisition Corporation I Announces Filing of Registration Statement
SEATTLE–(BUSINESS WIRE)–ALSP Orchid Acquisition Corporation I (the “Company” or “ALSP Orchid”), today announced that it has filed a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) related to the proposed initial public offering of 15,000,000 units at a price of $10.00 per unit. Each unit will consist of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share. ALSP Orchid has applied to have its units approved for listing on The Nasdaq Global Market.
ALSP Orchid is a newly organized blank check company formed by Accelerator Life Science Partners, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Stifel, Nicolaus & Company, Incorporated and Nomura Securities International, Inc. are serving as joint book-running managers for the proposed offering. The offering is being made only by means of a prospectus. When available, copies of the preliminary prospectus relating to the offering may be obtained from Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com, or from Nomura Securities International, Inc., Attention: Equity Syndicate Department, Worldwide Plaza, 309 West 49th Street, New York, New York 10019-7316, or by telephone at 212-667-9000, or by email at equitysyndicateamericas@nomura.com.
The Registration Statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. This press release will not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any sale of these 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 any such state or jurisdiction.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of ALSP Orchid, including those set forth in the Risk Factors section of the Registration Statement and preliminary prospectus for ALSP Orchid’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. ALSP Orchid undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
