Based on the results of the EGM, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the transactions (the “Transactions”) contemplated by that certain Business Combination Agreement, dated as of April 12, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among AGC, Grab Holdings Limited (formerly J1 Holdings Inc.), a Cayman Islands exempted company (“GHL”), J2 Holdings Inc., a Cayman Islands exempted company and direct wholly owned subsidiary of GHL, J3 Holdings Inc., a Cayman Islands exempted company and direct wholly owned subsidiary of GHL, and Grab Holdings Inc., a Cayman Islands exempted company, are expected to be consummated on December 1, 2021. Following the consummation of the Transactions, the common stock and warrants of GHL are expected to begin trading on the Nasdaq Stock Market under the symbols “GRAB” and “GRABW,” respectively, on December 2, 2021.
| Item 7.01 | Regulation FD Disclosure. |
In connection with the Business Combination, holders of 8,565 shares of AGC’s Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $85,654.47.
On November 30, 2021, AGC issued a press release announcing the voting results of the EGM, a copy of which is filed as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Forward Looking Statements
This communication contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to a number of risks. Forward-looking statements in this communication include, but are not limited to, statements regarding future events, such as statements regarding the likelihood, ability and timing of the consummation of the Transactions and the trading of the common stock and warrants of GHL on the Nasdaq Capital Market under the symbols “GRAB” and “GRABW,” respectively. We cannot assure you that the forward-looking statements in this communication will prove to be accurate. These forward looking statements are subject to a number of risks and uncertainties, including, among others, general economic, political and business conditions; the inability of the parties to consummate the Transactions or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Transactions; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Transactions; failure to realize the anticipated benefits of the Transactions, including as a result of a delay in consummating the Transactions; the inability to obtain or maintain the listing of GHL securities on the Nasdaq Capital Market following the Transactions; and those factors discussed in the Proxy Statement. There may be additional risks that AGC presently does not know or that AGC currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Furthermore, if the forward-
