MDH Acquisition Corp. Clarifies Process For Exercising Redemption Rights Prior to Its Special Meeting
December 23 2022 - 12:29PM
Business Wire
MDH Acquisition Corp. (“we”,
“us”, “our”, or the “Company”) today clarified the process by which
stockholders (“Public Stockholders”) may exercise their redemption
rights with respect to their shares of Class A common stock
(“Public Shares”) prior to the special meeting of stockholders of
the Company described definitive proxy statement first sent or
given to stockholders of the Company on or about December 19, 2022
(the “Proxy Statement”). The special meeting is scheduled to be
held on December 29, 2022, at 10:00 a.m., Eastern Time, via live
webcast at the following address
https://www.cstproxy.com/mdhacquisitioncorp/2022.
Pursuant to the Company’s Second Amended and Restated
Certificate of Incorporation (the “Charter”), Public Stockholders
may voluntarily request that the Company redeem all or a portion of
their Public Shares for cash in connection with the vote on the
proposed amendment to the Charter to change the date by which the
Company must cease all operations except for the purpose of winding
up if it fails to complete a businesses combination from February
4, 2023 to the later of (x) December 29, 2022, and (y) the date and
time of the effectiveness of the Charter Amendment (the “Amended
Termination Time”) as more fully described in the Proxy Statement
(the “Charter Amendment Proposal”), subject to the approval
thereof. If the Charter Amendment Proposal is approved and Public
Stockholders wish for the redemption of their Public Shares to be
effective prior to December 31, 2022, the Company urges Public
Stockholders to voluntarily request that the Company redeem their
Public Shares prior to the special meeting in connection with the
vote on the Charter Amendment Proposal.
Notwithstanding the foregoing, if the Charter Amendment Proposal
is 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 remaining Public Shares
as promptly as reasonably possible after the Amended Termination
Time. As a result, Public Shares will be mandatorily redeemed for
cash automatically, even if Public Stockholders do not voluntarily
request that the Company redeem their Public Shares for cash prior
to the special meeting in connection with the vote on the Charter
Amendment Proposal. However, the Company cannot guaranty that such
mandatory redemption will be effective prior December 31, 2022.
Public Stockholders may elect to voluntarily redeem their Public
Shares whether or not they are holders as of the record date and
whether or not they vote “FOR” the Charter Amendment Proposal.
In order to voluntarily exercise its redemption rights prior to
the special meeting in connection with the vote on the Charter
Amendment Proposal, a Public Stockholder must, (i) (A) hold Public
Shares, or (B) if it holds Public Shares through units of the
Company sold in the Company’s initial public offering, elect to
separate its units into the underlying Public Shares and warrants
prior to exercising its redemption rights with respect to the
Public Shares and (ii) prior to 5:00 p.m. Eastern time on December
28, 2022 (the day prior to the special meeting), (A) submit a
written request to the Company’s transfer agent that the Company
redeem its Public Shares for cash and (B) deliver its stock to the
Company’s transfer agent physically or electronically through The
Depository Trust Company (“DTC”). The address of CST listed below.
Any request for redemption must include the identity of the
beneficial owner making such request. Electronic delivery of Public
Shares generally will be faster than delivery of physical stock
certificates.
A physical stock certificate will not be needed if Public Shares
are delivered to the Company’s transfer agent electronically. In
order to obtain a physical stock certificate, a Public
Stockholder’s broker and/or clearing broker, DTC and the Company’s
transfer agent will need to act to facilitate the request. It is
the Company’s understanding that Public Stockholders should
generally allot at least one week to obtain physical certificates
from the transfer agent. However, because the Company does not have
any control over this process or over the brokers or DTC, it may
take significantly longer than one week to obtain a physical stock
certificate. If it takes longer than anticipated to obtain a
physical certificate, Public Stockholders who wish to voluntarily
redeem their Public Shares may be unable to obtain physical
certificates by the deadline for exercising their redemption rights
and thus will be unable to voluntarily redeem their Public Shares
prior to the special meeting in connection with the vote on the
Charter Amendment Proposal. Any demand for voluntary redemption,
once made, may be withdrawn at any time until the deadline for
exercising redemption requests and thereafter, with the Company’s
consent, until the vote is taken with respect to the Charter
Amendment Proposal. If a Public Stockholder delivers its Public
Shares for voluntary redemption to the Company’s transfer agent and
decides within the required timeframe not to voluntarily exercise
its redemption rights, it may request that the Company’s transfer
agent return the Public Shares (physically or electronically). A
Public Stockholder may make such request by contacting the
Company’s transfer agent at the phone number or address listed
below.
There are no redemption rights with respect to the Company’s
warrants.
Public Stockholders who intend to voluntarily seek redemption of
their Public Shares prior to the special meeting in connection with
the vote on the Charter Amendment Proposal will need to send a
letter demanding redemption and deliver their Public Shares (either
physically or electronically) to the Company’s transfer agent prior
to 5:00 p.m., Eastern time, on the day prior to the Special
Meeting. Public Stockholders who have questions regarding the
certification of their position or delivery of their Public Shares
should contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor New York, New York 10004
Attention: Mark Zimkind E-mail: mzimkind@continentalstock.com
About MDH Acquisition Corp.
We are a blank check company incorporated under the laws of the
State of Delaware on July 9, 2020 for the purpose of effecting a
merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or similar business combination
with one or more businesses, which we refer to throughout this
proxy statement as our initial business combination.
Additional Information and Where to Find It
The definitive proxy statement has been mailed to the Company’s
stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ
THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. Investors and
security holders may obtain free copies of these documents and
other documents filed with the SEC at the SEC’s web site at
www.sec.gov. In addition, the documents filed by Company with the
SEC may be obtained free of charge by contacting Company at Beau
Blair, Chief Executive Officer, MDH Acquisition Corp., Email:
beau@mclartydiversified.com, (501) 725-5530.
Participants in the Solicitation
Company and its sponsor, officers and directors may be deemed to
be participants in the solicitation of proxies from Company
stockholders. Information about Company’s sponsor, officers and
directors and their ownership of Company common shares is set forth
in the proxy statement for Company’s Special Meeting of
Stockholders, which was filed with the SEC on December 19, 2022 and
in Company’s Annual Report on Form 10-K for the year ended December
31, 2021, which was filed with the SEC on April 5, 2022. Investors
and security holders may obtain more detailed information regarding
the direct and indirect interests of the participants in the
solicitation of proxies in connection with the transaction by
reading the preliminary and definitive proxy statements regarding
the transaction, which will be filed by Company with the SEC.
Non-Solicitation
This Press Release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proxy shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of the Company, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20221223005172/en/
MDH Acquisition Corp. Sarah Grubbs sarah@mclartydiversified.com
615-957-7654
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