MDH Acquisition Corp. Seeks to Redeem Public Shares
December 19 2022 - 3:05PM
Business Wire
MDH Acquisition Corp. (NYSE: MDH) (the “Company”), a special
purpose acquisition company, filed a definitive proxy statement
relating to a special meeting of stockholders to approve (i) an
amendment to the Company’s second amended and restated certificate
of incorporation (the “Charter Amendment Proposal”) and (ii) an
amendment to the Investment Management Trust Agreement, dated
February 1, 2021, by and between the Company and Continental Stock
Transfer & Trust Company, as trustee (the “Trust Amendment
Proposal” and together with the Charter Amendment Proposal, the
“Proposals”), which, if implemented, would allow the Company to
redeem all of its outstanding shares of Class A common stock, par
value $0.0001 per share (the “Public Shares”) in advance of
February 4, 2023 by changing the date by which the Company must
cease all operations except for the purpose of winding up if it
fails to complete a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination (a “Business Combination”) from February 4, 2023 to the
later of (x) December 29, 2022 and (y) the date of effectiveness of
the amendment to the second amended and restated charter (the
“Amended Termination Time”).
“As responsible stewards of shareholder capital, we felt the
best course of action given market turmoil was to explore possible
combinations with many potential partners, but to proceed only
where we had a high degree of confidence that they would grow in
value once public,” stated Franklin McLarty, Chairman of MDH. “We
were tireless in our efforts to unlock shareholder value as we
evaluated over one hundred potential business combination partners.
Ultimately, however, we were unable to reach an agreement where we
felt confident that there would be shareholder appreciation.
Therefore, we remained disciplined and are returning the capital
held in the trust account to our investors. We are grateful to our
investors for the trust they placed in our team.”
If the Proposals are approved, and because the Company will not
be able to complete an initial Business Combination by the Amended
Termination Time, the Company will be obligated to redeem all
Public Shares as promptly as reasonably possible but not more than
ten (10) business days after the Amended Termination Time. The
Company expects that the Amended Termination Time will be on or
about the close of business on December 29, 2022, if the Proposals
are approved at the special meeting on December 29, 2022. In such
case, the Public Shares would be deemed cancelled and represent
only the right to receive the redemption amount as of, and the last
day of trading of the Public Shares would be, December 29,
2022.
The virtual special meeting will be held on Thursday, December
29, 2022 at 10:00 a.m. Eastern Time, and the record date for the
meeting is the close of business (New York time) on December 12,
2022.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. When used in this press release, the words “could,”
“should,” “will,” “may,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” “project,” the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. Such forward-looking statements are based
on current information and expectations, forecasts and assumptions,
and involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied upon
as representing the Company’s views as of any subsequent date, and
the Company does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. You should not place undue reliance on
these forward-looking statements. As a result of a number of known
and unknown risks and uncertainties, actual results or performance
may be materially different from those expressed or implied by
these forward-looking statements. Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the “Risk
Factors” in the Company’s registration statement on Form S-1
(Registration No. 333-252763), as amended, initially filed with the
Commission on February 5, 2021, relating to its initial public
offering, annual, quarterly reports and subsequent reports filed
with the Commission, as amended from time to time. Copies of such
filings are available on the Commission’s website, www.sec.gov.
Forward-looking statements speak only as of the date they are
made, and the Company undertakes no obligation to update these
forward-looking statements for revisions or changes after the date
of this release, whether as a result of new information, future
events, or otherwise, except as required by law. Nothing herein
should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking
statements will be achieved. The inclusion of any statement herein
does not constitute an admission by the Company or any other person
that the events or circumstances described in such statements are
material.
About MDH Acquisition Corp.
The Company is a blank check company organized for the purpose
of effecting a merger, share exchange, asset acquisition, share
repurchase, recapitalization, reorganization, or other similar
business combination with one or more businesses or entities.
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MDH Acquisition Corp. Sarah Grubbs sarah@mclartydiversified.com
615-957-7654
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