Heartland Media Acquisition Corp. Announces Redemption of Public Shares and Subsequent Dissolution
24 Julho 2023 - 5:31PM
Heartland Media Acquisition Corp. (“HMA” or the “Company”) (NYSE:
HMA, HMA.U, HMA.WS) today announced that it will redeem all of its
outstanding shares of Class A common stock, par value $0.0001 per
share (the “Public Shares”), effective as of the close of business
on August 8, 2023, because the Company will not consummate an
initial business combination within the time period required by its
Amended and Restated Certificate of Incorporation (the “Charter”).
Pursuant to its Charter, if the Company does not
complete its initial business combination by July 25, 2023, then
the Company will: (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, subject to lawfully available
funds therefor, redeem 100% of the Public Shares in consideration
of a per-share price, payable in cash, equal to the quotient
obtained by dividing (A) the aggregate amount then on deposit in
the Company’s trust account, including interest not previously
released to the Company to pay its taxes (less up to $100,000 of
such net interest to pay dissolution expenses), by (B) the total
number of then outstanding Public Shares, which redemption will
completely extinguish the rights of the public stockholders
(including the right to receive further liquidating distributions,
if any), subject to applicable law and (iii) as promptly as
reasonably possible following such redemption, subject to the
approval of the Company’s remaining stockholders and its board of
directors in accordance with applicable law, dissolve and
liquidate, subject in each case to the Company’s obligations under
the Delaware General Corporate Law to provide for claims of
creditors and other requirements of applicable law.
The estimated per-share redemption price for the
Public Shares will be approximately $10.55.
The Public Shares will cease trading as of the
close of business on July 25, 2023. As of the close of business on
July 25, 2023, the Public Shares will be deemed cancelled and will
represent only the right to receive the redemption amount.
The redemption amount will be payable to the
holders of the Public Shares upon delivery of their shares or
units. Beneficial owners of Public Shares held in “street name,”
however, will not need to take any action in order to receive the
redemption amount.
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 New York Stock
Exchange (the “NYSE”) will file a Form 25 with the United States
Securities and Exchange Commission (the “Commission”) to delist the
Company’s securities. The Company thereafter expects to file a Form
15 with the Commission to terminate the registration of its
securities under the Securities Exchange Act of 1934, as
amended.
About Heartland Acquisition Corp.
Heartland Media Acquisition Corp. is a
blank-check company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. The Company focuses on businesses in the media,
entertainment and sports sectors.
Forward-Looking Statements
This press release may contain statements that
constitute “forward-looking statements,” including, without
limitation, with respect to the redemption of the Company’s Public
Shares and the Company’s subsequent dissolution and liquidation and
its delisting from the NYSE and its termination of registration
with the Commission, and related matters, as well as all other
statements other than statements of historical fact included in
this press release. When used in this press release, words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions, as
they relate to us or our management team, 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 Commission.
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 most recent
annual report on Form 10-K filed with the Commission. The Company
undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by
law.
Media Contact
Robert S. Prather, Jr.Heartland Media Acquisition Corp.(470)
355-1944 info@heartlandmediaacquisition.com
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