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.
