Benzinga | Apr 8, 2021 09:21AM EDT

Big Rock Partners Acquisition Corp. Wednesday Urged Stockholders To Vote "For" Extension Amendment Proposal

Big Rock Partners Acquisition Corp. (NASDAQ:BRPA) ("Big Rock") today clarified the procedure for stockholder redemptions in connection with Big Rock's special meeting of stockholders called for the purpose of approving an amendment to Big Rock's amended and restated certificate of incorporation to extend the date by which Big Rock has to consummate its initial business combination from April 23, 2021 to May 24, 2021 (the "extension amendment proposal"). Proxy statements are being mailed to Big Rock stockholders of record as of March 31, 2021.

The holders of shares of common stock issued in Big Rock's initial public offering ("public shares") may elect to convert their public shares into their pro rata portion of the funds held in Big Rock's trust account (calculated as of two business days prior to the special meeting) if the extension amendment proposal is approved and the extension is implemented. The per-share pro rata portion of the trust account on March 31, 2021, the record date (which is expected to be the same approximate amount two business days prior to the meeting), was approximately $10.86. The closing price of the Company's common stock on the record date was $35.42. Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public stockholder receiving approximately $24.57 less than if such stockholder sold the public shares in the open market. Public shares will not be converted unless the stockholder affirmatively demands conversion. To demand conversion, you must either physically tender your stock certificates to Continental Stock Transfer & Trust Company, Big Rock's transfer agent, or deliver your shares to the transfer agent electronically using the depository trust company's DWAC (deposit/withdrawal at custodian) system no later than two business days prior to the vote for the extension amendment proposal. Further instructions regarding conversion can be found in the definitive proxy statement, which was filed by Big Rock with the Securities and Exchange Commission on April 1, 2021. The proxy statement is also available at https://www.cstproxy.com/bigrockpartners/sm2021.

Richard Ackerman, Big Rock's Chairman, President, and Chief Executive Officer, stated "Only stockholders who affirmatively elect to convert their shares and follow the conversion procedures set forth in the proxy statement will have their shares converted. If a stockholder does not want to convert his or her shares, the stockholder does not have to do anything to remain invested in Big Rock." He further stated "I want to thank our stockholders for their support and patience through this process, and also to remind them that their vote in favor of the extension amendment proposal is very important, no matter how many shares they own."

Approval of the extension amendment proposal will require the affirmative vote of holders of a majority of the issued and outstanding shares of Big Rock's common stock as of the record date. You are encouraged to submit your vote as soon as possible to ensure it is represented at the special meeting. Please note that if your shares are held at a brokerage firm or bank, your broker will not vote your shares for you. You must instruct your bank or broker to cast the vote.

You can find more information on the special meeting in Big Rock's proxy statement at https://www.cstproxy.com/bigrockpartners/sm2021.

Contacts

Big Rock Partners

Richard Ackerman

Chief Executive Officer

Big Rock Partners Acquisition Corp.

rackerman@bigrockpartners.com