Mynaric Announces Approval Of The Majority Of The Groups And Confirmation Of The Starug Restructuring Plan By The Restructuring Court
- Waiver of USD 105.5 million in loan receivables plus interest and fees
- Secured restructuring financing until December 31, 2028
- Unanimous approval with no objections from affected parties
- Complete dilution of current shareholders with zero compensation
- Delisting of company shares from public markets
- Company control transferring entirely to JVF-Holding GmbH
Insights
Mynaric's court-approved restructuring plan wipes out existing shareholders, transfers ownership to creditor JVF-Holding GmbH, and eliminates $105.5M in debt.
The Munich court's confirmation of Mynaric's restructuring plan represents a devastating outcome for current shareholders who will be completely wiped out through a capital reduction to zero without compensation. This extreme measure signals the severe financial distress Mynaric has been experiencing.
The restructuring mechanism being employed—Germany's Corporate Stabilization and Restructuring Act (StaRUG)—is designed for companies in significant financial trouble but not yet insolvent. The plan's core components reveal the extent of Mynaric's financial predicament:
- Complete elimination of existing equity through capital reduction to zero
- Immediate recapitalization with €50,000 from JVF-Holding GmbH
- Elimination of
$105.5 million in debt plus associated interest and fees - Delisting of all current Mynaric shares
The fact that creditor JVF-Holding GmbH is accepting such massive debt forgiveness (
The unanimous approval by all voting groups and lack of objections during the voting procedure suggest stakeholders recognized this as the only viable alternative to potential insolvency proceedings. For investors in Mynaric's US OTC and German-listed shares, this restructuring represents a complete loss of investment once the plan becomes legally effective, expected by Q3 2025.
MUNICH, DE / ACCESS Newswire / May 28, 2025 / Mynaric AG (OTC PINK:MYNAY)(OTC PINK:MOYFF)(ISIN: US62857X1019) (FRA:M0YN)(ISIN: DE000A31C305) (the "Company") announces that the majority of the voting groups at today's discussion and voting meeting (Erörterungs- und Abstimmungstermin) approved the restructuring plan proposed by the Company in accordance with the German Corporate Stabilization and Restructuring Act (Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen) ("StaRUG"). No party affected by the plan objected to the restructuring plan during the voting procedure
The local court in Munich, as the competent restructuring court, subsequently confirmed the restructuring plan in the same discussion and voting meeting. The restructuring plan becomes legally effective upon expiry of the two-week period for immediate appeal, if no remedies are filed.
As already communicated in the ad hoc announcement of February 7, 2025, the restructuring plan provides for, among other things, a simplified reduction of the Company's share capital to zero as part of the financial restructuring. This will lead to the exit of the Company's current shareholders without compensation and the delisting of the Company's shares. Immediately following the capital reduction, the share capital will be increased to EUR 50,000 by means of a cash capital increase excluding statutory subscription rights. Only JVF-Holding GmbH will be admitted to subscribe to the new shares as a financial creditor affected by the plan.
Furthermore, the restructuring plan provides for the waiver of existing loan receivables in the amount of USD 105.5 million as well as the interest due thereon and any exit fees by the financial creditor affected by the plan. This waiver is subject, among other things, to the conditions precedent that JVF-Holding GmbH subscribes for the new shares and makes the cash contribution and the conclusion of the investment review process by the German Federal Ministry of Economics and Energy (Bundesministerium für Wirtschaft und Energie).
The legal validity of the plan confirmation resolution is a key prerequisite for the utilization of the remaining loan amount of the restructuring loan that is intended to secure the financing of the Company and the Mynaric Group for the restructuring period until December 31, 2028.
The management board of the Company expects the restructuring plan to be implemented within due course and the StaRUG process to be completed at the end of Q2/2025 or in the first half of Q3/2025.
About Mynaric
Mynaric (OTC PINK:MYNAY)(OTC PINK:MOYFF)(FRA:M0YN) is leading the industrial revolution of laser communications by producing optical communications terminals for air, space and mobile applications. Laser communication networks provide connectivity from the sky, allowing for ultra-high data rates and secure, long-distance data transmission between moving objects for wireless terrestrial, mobility, airborne- and space-based applications. The company is headquartered in Munich, Germany, with additional locations in Los Angeles, California, and Washington, D.C. For more information, visit mynaric.com.
Forward-Looking Statement
This release includes forward-looking statements. All statements other than statements of historical or current facts contained in this release, including statements regarding our future results of operations and financial position, industry dynamics, business strategy and plans and our objectives for future operations, are forward-looking statements. These statements represent our opinions, expectations, assumptions, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. Forward looking statements are often indicated by terms such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "goal," "intend," "look forward to," "may," "plan," "potential," "predict," "project," "should," "target" "will," "would" and/or the negative of these terms or other similar expressions that are intended to identify forward-looking statements.
The forward-looking statements included in this release are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve known and unknown risks, uncertainties and assumptions that are difficult to predict or are beyond our control, and actual results may differ materially from those expected or implied as forward-looking statements. These risks, uncertainties and assumptions include, but are not limited to (i) the impact of any geopolitical tensions on the global economy, our industry and markets as well as our business, (ii) risks related to our limited operating history, our history of significant losses and the execution of our business strategy, (iii) risks related to our ability to successfully manufacture and deploy our products and risks related to serial production of our products, (iv) risks related to our sales cycle which can be long and complicated, (v) risks related to our limited experience with order processing, our dependency on third-party suppliers and external procurement risks, (vi) risks related to defects or performance problems in our products, (vii) effects of competition and the development of the market for laser communication technology in general, (viii) risks related to our ability to manage future growth effectively and to obtain sufficient financing for the operations and ongoing growth of our business, (ix) risks relating to the uncertainty of the projected financial information, (x) risks related to our ability to adequately protect our intellectual property and proprietary rights and (xi) changes in regulatory requirements, governmental incentives and market developments. Moreover, new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements.
The forward-looking statements included in this release are made only as of the date hereof. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Unless required under applicable law, neither we nor any other person undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release or otherwise. You should read this release with the understanding that our actual future results, levels of activity, performance and events and circumstances may materially differ from what we expect.
This release may include certain financial measures not presented in accordance with IFRS. Such financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing our financial results. Therefore, these measures should not be considered in isolation or as an alternative to loss for the period or other measures of profitability, liquidity or performance under IFRS. You should be aware that our presentation of these measures may not be comparable to similarly titled measures used by other companies, which may be defined and calculated differently.
CONTACT:
Mynaric AG
+49 8105 7999 0
comms@mynaric.com
www.mynaric.com
SOURCE: Mynaric AG
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