VM Hotel Acquisition Corp. Files Final Prospectus for US$100,000,000 Initial Public Offering

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, Feb. 24, 2021 /CNW/ - VM Hotel Acquisition Corp. ("VM Hotel") has filed a final prospectus dated February 23, 2021 (the "Final Prospectus") with the securities regulatory authorities in all provinces and territories of Canada, except Quebec, and have obtained a receipt therefor in respect of VM Hotel's initial public offering (the "Offering") of US$100,000,000 of Class A restricted voting units (the "Class A Restricted Voting Units"). VM Hotel has granted Echelon Wealth Partners Inc. and Stifel Nicolaus Canada Inc., the underwriters of the Offering (the "Underwriters"), a 30-day option following the closing of the Offering (the "Closing") to purchase up to an additional 1,500,000 Class A Restricted Voting Units, at a price of US$10.00 each (the "Over-Allotment Option"). The proceeds from the distribution of the Class A Restricted Voting Units (along with the proceeds from any exercise of the Over-Allotment Option) will be deposited into an escrow account and will only be released upon certain prescribed conditions.

VM Hotel is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination within a specified period of time (a "Qualifying Acquisition"). VM Hotel intends to identify, evaluate, and execute an attractive Qualifying Acquisition by leveraging its network to find one or more attractive investment opportunities. VM Hotel intends to acquire a U.S.A or Canadian-located hotel or resort properties as its Qualifying Acquisition as part of its strategic objective to aggregate a North American portfolio of high quality hotel and resort properties and/or related assets and/or businesses. Following the Qualifying Acquisition, it further intends to retain institutional world class hotel operators to leverage their purchasing power, scale, and scope of operations in order to optimize the operating performance of any such acquired hotel or resort properties and/or related assets and/or businesses. Notwithstanding the foregoing, VM Hotel is not limited to a particular industry or geographic region for purposes of completing its Qualifying Acquisition.

The sponsors of VM Hotel are VM HA Sponsor LP and VM HA Sponsor Corp. (the "Sponsors"). The Sponsors are controlled by Ian McAuley and Tom Vukota, respectively. VM Hotel's strategy is to leverage the Sponsors' leadership and entrepreneurial expertise, investment experience, and networks in order to identify and execute an attractive Qualifying Acquisition. VM Hotel expects that the Sponsors, together with VM Hotel's management team and directors, will undertake to identify potential investment targets, and use their networks to initiate contact with target companies' senior executives, board members or owners to uncover investment opportunities.

Each Class A Restricted Voting Unit has an offering price of U.S.$10.00 per Class A Restricted Voting Unit and consists of one Class A Restricted Voting share ("Class A Restricted Voting Share") and one-half of a share purchase warrant (each whole warrant being referred to as a "Warrant"). Following the Qualifying Acquisition, each Class A Restricted Voting Share, unless already redeemed, will be automatically converted into a common share ("Common Share") of VM Hotel and each Class B share of VM Hotel (which, as described in the Final Prospectus, were purchased by our founders and certain third parties) ("Class B Share") will be automatically converted on a 100-for-1 basis into new proportionate voting shares of VM Hotel. Each Warrant will entitle the holder thereof to purchase one Class A Restricted Voting Share (and upon the closing of a Qualifying Acquisition, each Warrant would represent the entitlement to purchase one Common Share) at an exercise price of U.S.$11.50 for a period of five years after the completion of the Qualifying Acquisition, subject to the terms and conditions described in the Final Prospectus. The Class A Restricted Voting Units are intended to begin trading promptly after Closing. The Class A Restricted Voting Shares and Warrants comprising the Class A Restricted Voting Units will initially trade as a unit but it is anticipated that the Class A Restricted Voting Shares and Warrants will begin trading separately approximately 40 days following the Closing (or, if such date is not a trading day on the Toronto Stock Exchange (the "Exchange"), the next trading day on the Exchange). However, no fractional Warrants will be issued and only whole Warrants will trade. The Class B Shares will not be listed at the Closing and it is anticipated that they will not be listed prior to the Qualifying Acquisition, as described in the Final Prospectus.

The Sponsors and certain third parties intend to purchase an aggregate of 350,000 Class B units ("Class B Units") at an offering price of U.S.$10.00 per Class B Unit (for an aggregate purchase price of U.S.$3,500,000) that will occur simultaneously with the Closing. The Sponsors intend to purchase up to an additional 30,000 Class B Units, depending on whether the Over-Allotment Option is exercised in whole or in part. Each Class B Unit consists of one Class B Share and one-half of a Warrant.

The Exchange has conditionally approved the listing of the Class A Restricted Voting Units, the Class A Restricted Voting Shares and the Warrants, under the symbols "VMH.V", "VMH.U", and "VMH.WT.U", respectively.

The Closing is expected to occur on or about March 1, 2021.

Goodmans LLP is acting as Canadian legal counsel to VM Hotel and the Sponsors. Blake, Cassels & Graydon LLP is acting as legal counsel to the Underwriters.

The Offering is only being made to the public by prospectus. The Final Prospectus contains important detailed information about the securities being offered. Investors should read the Final Prospectus before making an investment decision.

This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. A copy of the Final Prospectus is available on SEDAR at www.sedar.com.

Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.

About VM Hotel Acquisition Corp.

VM Hotel is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a Qualifying Acquisition.

About VM HA Sponsor LP and VM HA Sponsor Corp.

VM HA Sponsor LP is a limited partnership formed under the laws of Ontario and is controlled by Ian McAuley. VM HA Sponsor Corp. is a corporation formed under the laws of the Commonwealth of The Bahamas and is controlled by Tom Vukota.  

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects VM Hotel's and the Sponsors' current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond VM Hotel's or the Sponsors' control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering, intentions related to the Corporation's Qualifying Acquisition and related transactions, and the factors discussed under "Risk Factors" in the Final Prospectus. Neither VM Hotel nor the Sponsors undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE VM Hotel Acquisition Corp

Tom Vukota, Executive Chair and Corporate Secretary, VM Hotel Acquisition Corp., [email protected] or (303)-261-8584