The Securities Commission granted an exemption to a special purpose acquisition corporation (the Filer) from certain requirements related to restricted securities under National Instrument 41-101 General Prospectus Requirements (NI 41-101) and from restricted share requirements under Ontario Securities Commission Rule 56-501 (OSC Rule 56-501). These exemptions are in connection with the Filer’s potential future qualifying transaction, which will result in the conversion of Class A Restricted Voting Shares into Subordinate Voting Shares and Class B Shares into Proportionate Voting Shares (PV Shares).
The exemptions were granted under the following conditions:
1. For the Prospectus Eligibility Exemption:
– The representations made by the Filer regarding the nature of the PV Shares and their voting rights, conversion rights, and entitlements upon liquidation must continue to apply.
– The Filer must not have any restricted securities issued and outstanding other than the Subordinate Voting Shares.
– The Qualifying Transaction Prospectus and any future prospectuses must include disclosure consistent with the Filer’s representations.
– Any offering of restricted securities must comply with section 12.3 of NI 41-101 unless it involves Subordinate Voting Shares, PV Shares, or securities convertible into or exchangeable for them.
2. For the OSC Rule 56-501 Withdrawal Exemption:
– The representations made by the Filer regarding the nature of the PV Shares and their voting rights, conversion rights, and entitlements upon liquidation must continue to apply.
– The Filer must not have any restricted shares issued and outstanding other than the Subordinate Voting Shares.
– Any stock distribution of restricted shares must comply with section 3.2 of OSC Rule 56-501 unless it involves Subordinate Voting Shares, PV Shares, or securities convertible into or exchangeable for them.
The decision was made by the Ontario Securities Commission, which is the principal regulator for this application, and the exemptions apply in multiple jurisdictions where the Filer is a reporting issuer. The exemptions are subject to the Filer’s compliance with the conditions set out in the decision.