Item 8.01 Other Events.
As previously reported in the Current Report on
Form 8-K (the “Initial 8-K”) filed by Signal Hill Acquisition Corp. (the “Company”), on February 15, 2022, the
Company consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). Each Unit consists
of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half
of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase
one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as provided in the Company’s registration
statement on Form S-1, initially filed with the Securities and Exchange Commission on January 6, 2022, as later amended (File No. 333-262042)(the
“Registration Statement”). The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of
$100,000,000.
As also reported on the Initial 8-K, simultaneously
with the closing of the IPO, the Company completed the private sale (the “First Private Placement”) of private placement warrants
(the “Private Placement Warrants”) to Signal Hill Acquisition Sponsor, LLC (the “Sponsor”) and certain initial
stockholders, generating gross proceeds to the Company of $4,743,002. In addition, the Sponsor agreed to purchase additional Private Placement
Warrants in another private placement (the “Second Private Placement,” and with the First Private Placement, the “Private
Placements”) pursuant to that certain Amended and Restated Sponsor Private Placement Agreement, dated February 18, 2022, by and
among the Company, the Sponsor, and Paul Roberts, for gross proceeds to the Company of $1,256,998.
On February 28, 2022, the Company completed the
Second Private Placement, such that the aggregate amount of Private Placement Warrants sold in the Private Placements was 6,000,000 Private
Placement Warrants, at a price of $1.00 per Private Placement Warrant, for aggregate gross proceeds of $6,000,000 being paid to the Company.
The Private Placement Warrants are identical to
the warrants sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts
or commissions were paid with respect to such sale. The issuance of the Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The net proceeds from the IPO, together with certain
of the proceeds from the First Private Placement, $102,000,000 in the aggregate, were placed in a U.S.-based trust account maintained
by Continental Stock Transfer & Trust Company, acting as trustee.
