To Whom It May Concern:
This Notice (this “Notice”) is being given pursuant to Sections 280(a)(1) and 280(b)(1) of the General Corporation Law of the State of Delaware (the “DGCL”) on behalf of Micromobility Transition, Inc. (f/k/a Zagster, Inc.), a Delaware corporation (the “Corporation”). Because this Notice may affect your rights, please read it in its entirety. Pursuant to the provisions of Section 275 of the DGCL, the Corporation filed a certificate of dissolution with the Secretary of State of the State of Delaware on June 5, 2020, on which date it became effective and the Corporation was dissolved. The period for winding up the affairs of the Corporation thereupon began.
The majority of the Corporation’s operating assets, including the brand name, have been sold to a subsidiary of SuperPedestrian, Inc. All other assets of the Corporation are in the process of being liquidated. The non-cash proceeds from the sale (i.e., Series B-2 Preferred Stock in SuperPedestrian, Inc. which is not publicly traded and subject to certain transferability restrictions) and the liquidation have been or will be transferred into 5.12.20 Liquidating Trust (the “Liquidating Trust”), a Delaware statutory trust created solely for the benefit of claimants holding allowed claims against the Corporation, the amount of which shall be determined in accordance with Section 280 of the DGCL.
If you believe you have a claim against the Corporation (including a contractual claim contingent upon the occurrence or non-occurrence of future events or otherwise conditional or unmatured), you must present your claim in writing to the Liquidating Trust at the following mailing address:
5.12.2020 Liquidating Trust
One PPG Place, Ste 1700
Pittsburgh, PA 15222
Critical information about your claim:
- Your claim must contain sufficient information reasonably to inform the Liquidating Trust of the identity of the claimant and the substance of the claim. Without limiting the foregoing, your claim should include your name, contact information, amount of your claim, and other information, details, and documents to support your claim.
- All claims must be provided by physical mail to the address provided above.
- The claim must be received by the Liquidating Trustee no later than 60 days from the date hereof (i.e., no later than August 14, 2020, the “Claim Deadline”). Any claim against the Corporation that is not received the Claim Deadline shall be barred.
- The Corporation and/or the Trust may make distributions to other claimants and the Corporation’s stockholders or persons interested as having been such without further notice to the claimant.
- The aggregate amount, on an annual basis, of all distributions made by the Corporation to its stockholders for each of the three years prior to the date the Corporation dissolved is as follows: 2017: $0.00, 2018: $0.00, 2019: $0.00, YTD 2020: $0.00
This Notice does not revive any claim barred or subject to a statute of limitations as of the date hereof or any date after the date hereof, nor does it constitute acknowledgment by the Corporation or the Liquidating Trust that any person who receives this Notice is a proper claimant of the Corporation. The Corporation, for itself and the Liquidating Trust, reserves the right to reject, in whole or in part, any claim submitted to in response to this Notice in accordance with the Section 280 of the DGCL. This Notice does not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any claimant.
5.12.20 Liquidating Trust on behalf of Micromobility Transition, Inc. f/k/a Zagster, Inc.