Pershing

Edgar

Warrant Agreement

The exchange ratio for the Warrant Exchange Offer will be determined based on the cashless exercise redemption table for the Redeemable Warrants that appears on page 166 of the IPO prospectus for PSTH. The fair market value of PSTH for the purposes of the cashless exercise redemption table will be determined by using the volume-weighted average price of PSTH Class A common stock during the ten trading days prior to the launch of the offer.

The Warrant Exchange Offer would close prior to the record date for PSTH’s distribution of UMG shares such that warrantholders who participate in the exchange offer and continue to hold their PSTH shares will receive UMG Shares in the Distribution. Warrants not exchanged in the Warrant Exchange Offer will remain outstanding with a strike price adjustment according to the Warrant Agreement’s contractual terms.

So....  Will receive UMG shares. But.. can't receive the psth $5.25 portion or the sparc. So is the umg "right" or portion only worth $14.75 or will you receive $22 worth of umg??? 

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Non redeeming common receives 2/9 or .22 warrants + any share of redeemed common warrants.

Each whole redeemable warrant entitles the holder thereof to purchase one share of our Class A Common Stock at a price of $23.00 per share, subject to adjustment as described in this prospectus, and only whole Redeemable Warrants are exercisable. 

​Each unit has an offering price of $20.00 and consists of one share of our Class A Common Stock and one-ninth of one Distributable Redeemable Warrant (or 22,222,222 Distributable Redeemable Warrants in the aggregate). In addition, an aggregate of 44,444,444 Distributable Tontine Redeemable Warrants will be distributed on a pro-rata basis to holders of record of our outstanding Class A Common Stock at the Tontine Distribution Time.

First, our Distributable Tontine Redeemable Warrants provide our public stockholders with incentives not to redeem their shares of Class A Common Stock in connection with our initial business combination. We will issue a fixed pool of 44,444,444 Distributable Tontine Redeemable Warrants; holders who choose to redeem their shares will lose the right to receive any such warrants. Public stockholders who choose not to redeem their shares of Class A Common Stock will share in this fixed pool with other non-redeeming holders (on a pro-rata basis), and will receive the additional warrants that were effectively surrendered by redeeming holders. As a result, public stockholders who do not redeem their shares will receive at least two-ninths of a Distributable Tontine Redeemable Warrant per share they hold, and a proportionally greater amount as other holders elect to redeem.