MDH ACQUISITION CORP. Item 1.01. Entry into a Material Definitive Agreement.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01 to the extent required herein. On
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03 to the extent required herein. On
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
The following is a brief description of the final voting results for each of the
proposals submitted to a vote of the stockholders at the Special Meeting on
The Charter Amendment Proposal
To consider and vote upon the Charter Amendment Proposal to amend the Company's
second amended and restated certificate of incorporation 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 merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more
businesses from
The Charter Amendment Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For Against Abstentions 27,405,483 8,352 0
The Trust Amendment Proposal
To consider and vote upon the Trust Amendment Proposal to amend the Trust Agreement, by and between the Company and Continental, pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying proxy statement to change the date on which Continental must commence the liquidation of the Trust Account established in connection with the Company's IPO to the Amended Termination Time.
The Trust Amendment Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For Against Abstentions 27,405,483 8,352 0 The Adjournment Proposal
To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary (i) to ensure that any supplement or amendment to the accompanying proxy statement that the Board has determined in good faith is required by applicable law to be disclosed to the Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting, (ii) if, as of the time for which the Special Meeting is originally scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (iii) to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal.
The Adjournment Proposal was not acted upon at the Special Meeting.
Item 8.01. Other Events. Liquidation of Trust Account
The Company notified Continental that it was winding up its business operations
on
Disclaimer Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") that are not historical facts and involve risks and uncertainties that
could cause actual results to differ materially from those expected and
projected. All statements, other than statements of historical fact included in
this press release, including, without limitation, regarding the early
liquidation, de-listing of the Company's Securities and Redemption Amount, are
forward-looking statements. Words such as "expect" and "intend" 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 that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the
publicly filed documents of the Company, including its most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q. The Company's securities
filings can be accessed on the
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Second Amendment to Second Amended and Restated Certificate of
Incorporation of the Company
10.1 Amendment to the Investment Management Trust Agreement, dated
February 1, 2021 , by and between MDH Acquisition Corp. and
Continental Stock Transfer & Trust Company
99.1 MDH Acquisition Corp. , Press Release dated December 29, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)© Edgar Online, source
