Additional Proxy Soliciting Materials (definitive) (defa14a)
20 December 2022 - 8:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): December 19, 2022
MDH ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Delaware |
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001-39967 |
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85-1936285 |
(State
or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
660
N. Carroll Ave., Suite 100
South Lake, TX 76092
(Address of principal executive offices, including
zip code)
(415) 968-4444
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading
Symbol(s) |
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Name of each exchange on which
registered |
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
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MDH.U |
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The New York Stock Exchange |
Class A common stock, par value $0.0001 per share |
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MDH |
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The New York Stock Exchange |
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
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MDHA W |
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OTC |
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On December 19, 2022, MDH Acquisition Corp.
(“we”, “us”, “our”, or the “Company”) issued a press release
announcing that the Company filed a definitive proxy statement relating to a special meeting of shareholders 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 would, if implemented, 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 the Company’s
contractual expiration date 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 or (y) the date and time of the effectiveness of such amendment to the second amended and restated certificate of incorporation
(the “Amended Termination Time”).
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
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 Tuesday, 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.
A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
Certain statements included
in this Current Report on Form 8-K are “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, that are not historical
facts, including with respect to the Company’s anticipated redemption, liquidation, and dissolution, and involve risks and uncertainties
that could cause actual results to differ materially from those expected and projected. Words such as “expect,” “believe,”
“anticipate,” “intend,” “estimate,” “seek,” “future,” “project,”
“anticipate” and variations and similar words and expressions are intended to identify such forward-looking statements. Such
forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information
currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance
and results discussed in the forward-looking statements. For information identifying important factors and risks that could cause actual
results to differ materially from those anticipated in the forward-looking statements, please refer to the Company’s Form S-1 relating
to its initial public offering, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the
Company has filed with the SEC, as amended from time to time. Copies of such filings are available on the SEC’s website, www.sec.gov.
Forward-looking
statements speak only as of the date they are made, and the Company assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Nothing
in this Current Report on Form 8-K 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 in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that
the events or circumstances described in such statements are material.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MDH ACQUISITION CORP. |
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By: |
/s/ Beau Blair |
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Name: Beau Blair |
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Title: Chief Executive Officer |
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Dated: December 19, 2022 |
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