Item 8.01. Other Events.
Due to Signal Hill Acquisition Corp.'s (the "Company") anticipated inability to
consummate an initial business combination within the time period required by
its Second Amended and Restated Certificate of Incorporation, the Company
intends to dissolve and liquidate in accordance with the provisions of its
Second Amended and Restated Certificate of Incorporation and will redeem all of
the shares of outstanding Class A common stock that were included in the units
issued in its initial public offering (the "Public Shares"), at a per-share
redemption price of approximately $10.43.
As of the close of business on May 26, 2023, the Public Shares will be deemed
cancelled and will represent only the right to receive the redemption amount.
The Company anticipates that the Public Shares, as well as the Company's
publicly traded units, warrants, and rights, will cease trading as of the close
of business on May 26, 2023.
In order to provide for the disbursement of funds from the trust account, the
Company has instructed the trustee of the trust account to take all necessary
actions to liquidate the trust account. The proceeds of the trust account will
be held in a non-interest bearing account while awaiting disbursement to the
holders of the Public Shares. Record holders may redeem their shares for their
pro rata portion of the proceeds of the trust account by delivering their Public
Shares to Continental Stock Transfer & Trust Company, the Company's transfer
agent. Beneficial owners of Public Shares held in "street name," however, will
not need to take any action in order to receive the redemption amount. The
redemption of the Public Shares is expected to be completed on May 29, 2023.
The Company's initial stockholders have waived their redemption rights with
respect to the Company's outstanding common stock issued prior to the Company's
initial public offering.
There will be no redemption rights or liquidating distributions with respect to
the Company's warrants, which will expire worthless.
The Company expects that The Nasdaq Stock Market, LLC will file a Form 25 with
the United States Securities and Exchange Commission (the "SEC") to delist the
Company's securities. The Company thereafter expects to file a Form 15 with the
SEC to terminate the registration of its securities under the Securities
Exchange Act of 1934, as amended.
On May 19, 2023, the Company issued a press release announcing that the Company
intends to dissolve and liquidate in accordance with the provisions of its
Second Amended and Restated Certificate of Incorporation and will redeem all of
its Public Shares. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
99.1 Press Release dated May 22, 2023
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this Current Report on Form 8-K may be deemed
to constitute forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. All statements other
than statements of historical fact are forward-looking statements, including,
without limitation, the redemption of the Company's public shares. Words such as
"anticipate," "believe," "estimate," "expect," "intend" and similar expressions
identify forward-looking statements. Such forward-looking statements are based
on the beliefs of management, as well as assumptions made by, and information
currently available to, the Company's management. Actual results could differ
materially from those contemplated by the forward-looking statements as a result
of certain factors detailed in the Company's filings with the SEC. All
subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are qualified in their entirety by this paragraph.
Forward-looking statements are subject to numerous conditions, many of which are
beyond the control of the Company, including those set forth in the Risk Factors
section of the Company's latest Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q filed with the SEC. The Company undertakes no
obligation to update these statements for revisions or changes after the date of
this release, except as required by law.
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