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Pioneer Merger Corp. Appoints Joint Voluntary LiquidatorsPioneer Merger Corp. (In Voluntary Liquidation) (the "Company") issued the following notice to all of its shareholders on Wednesday, September 6, 2023. Please be advised that on 11 August 2023, pursuant to a special resolution of the Class B shareholders, the Company was placed into voluntary liquidation and Alexander Lawson and Christopher Kennedy of Alvarez & Marsal Cayman Islands Limited, Flagship Building, 2nd Floor, 142 Seafarers Way, P.O. Box 2507, George Town, Grand Cayman KY1-1104, Cayman Islands were appointed as the joint voluntary liquidators ("JVLs") of the Company. Declaration of Solvency The Company's directors have concluded the Company is solvent and signed a declaration of solvency on 11 August 2023 which allows the liquidation to continue as a voluntary liquidation pursuant to Order 13, Rule 1 (3) of the Companies Winding Up Rules (2023 Consolidation). Notice of Petition for Grand Court Supervision of the Voluntary Liquidation Notwithstanding that a declaration of solvency has been made, pursuant to section 131(b) of the Companies Act (2023 Revision) (the "Act"), the JVLs filed a summons for directions and petition on 28 August 2023 with the Grand Court of Cayman Islands ("Grand Court") for an order for the winding up to continue under its supervision. Any shareholder who wishes to object to the relief sought in the petition, in that the Company be wound up under the supervision of the Grand Court, should send written notice to the JVLs at [email protected] by 21 September 2023 indicating suh opposition. A copy of the petition is available on the JVLs' website at https://dm.epiq11.com/case/pmcjvl. The summons for directions hearing will take place on 27 September 2023 at 9:30am (Cayman Islands time) / 10:30am (Eastern time) at the Law Courts, George Town, Grand Cayman. Upon hearing the summons, the Grand Court will either, make the supervision order or make such directions as the Grand Court thinks appropriate in respect of, inter alia, the parties who should be served the petition, whether the petition should be advertised and the manner in which further evidence is to be given. In the event that the supervision order is not made at the summons for directions hearing, the petition hearing will take place on 2 November 2023 at 9:30am (Cayman Islands time) / 10:30am (Eastern time) at the Law Courts, George Town, Grand Cayman. If the supervision order is made and the Company is placed into official liquidation, the Company benefits from relief in the form of a statutory moratorium that, inter alia, precludes any legal action from being taken against it without first obtaining leave from the Grand Court. It also allows the then-appointed joint official liquidators the ability to seek Chapter 15 recognition in the United States. Notice to former Class A shareholders The liquidation process is a transparent and open process that provides clear lines of communication between the JVLs (or JOLs, if so appointed) and Shareholders (or any group or sub-set of them). In this regard, any former Class A shareholders who wish to assume a more active role in the process, please send written notice to the JVLs by 15 September 2023 at [email protected] indicating such interest. All interested parties will form an informal Ad Hoc Group (the "AHG") of former Class A shareholders. The primary purpose of the AHG will be to represent the interests of the broader former Class A shareholder group in the commercial negotiations in relation to the termination fee issue and any other ancillary proceedings (as described in the petition). All future correspondence will be made available on the JVLs' website at https://dm.epiq11.com/case/pmcjvl.
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