VPC Impact Acquisition Holdings II (in Voluntary Liquidation) (the "Company") ? issued the following notice to all of its stakeholders on Friday, May 12th 2023
On 7 April 2023, pursuant to a special resolution of the Company's 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 JVLs of the Company. The fact that the Company has been placed into voluntary liquidation and the JVLs have been appointed was advertised in the Cayman Islands Gazette on 21 April 2023. A copy of the JVLs' Notice of Appointment and the Cayman Islands Gazette advertisement can be found on the JVLs' website at https://dm.epiq11.com/vpcimpact.
Notice of Winding Up Petition to the Grand Court of the Cayman Islands ("Grand Court") in respect of the Company
The Company's sole director indicated to the JVLs that he was unwilling to sign a declaration of solvency. As a result, and in accordance with Section 124 of the Companies Act (2023 Revision) (the "Act"), the JVLs are obliged to present a petition to the Grand Court for the Company's liquidation to continue as an official liquidation under its supervision (the "Petition"). The JVLs' Petition was filed at the Grand Court on 10 May 2023. A copy of the JVLs' Petition can be found on the JVLs' website at https://dm.epiq11.com/vpcimpact.
Declaration of Solvency
As per Order 13, Rule 1 (3) of the Companies Winding Up Rules (2023 Consolidation) ("CWR"), the voluntary liquidation of a company may continue as a voluntary liquidation if, and only if, a declaration of solvency has been made by all its directors and filed with the Registrar of Companies. If the Company's sole director has failed to make a declaration of solvency within 28 days from the commencement of the liquidation, the JVLs must apply to the Grand Court for a supervision order within seven days thereafter.
Please be advised that the sole director concluded that he could not sign the declaration of solvency because he was unable to ascertain if the Company would be able to pay its debts in full as they fall due over the course of the next 12 months. Whilst the declaration of solvency was not signed, this does not definitively imply that the Company is insolvent on a balance sheet basis.
Effect of Court Supervision
Please note that the JVLs have provided their consent to act as Joint Official Liquidators ("JOLs") and if the Petition is successful, the JVLs will become the JOLs. The JOLs are considered officers of the Grand Court and are tasked with collecting, realising, and distributing the assets of the Company to its stakeholders in accordance with the statutory priority under the Act. Further, pursuant to section 102(1) of the Act, if a company has failed, the JOLs are also empowered to investigate the causes of its failure and report to the Grand Court, if deemed appropriate.
Additionally, if 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 the Company without first obtaining leave from the Grand Court. The JOLs are also responsible for contacting all of the Company's known creditors and advertising for creditor claims with the view to adjudicating those claims and distributing the Company's realised assets, net of costs, to the Company's creditors on a pari passu basis.
The official liquidation process is a transparent and open process that provides clear lines of communication between the JOLs and stakeholders (or any group or sub-set of them, as the case may be). In this regard, all future correspondence will be made available on the JVLs' website at https://dm.epiq11.com/vpcimpact.
Objection to the Petition
Should you have any objection to the relief sought in the Petition, in that the Company be wound up under the supervision of the Grand Court, please send written notice to the JVLs by 26 May 2023 indicating such opposition.
Should you have any queries, please do not hesitate to contact the JVLs and their team, via email at [email protected].
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