ATLANTA, Dec. 15,
2022 /PRNewswire/ -- D and Z Media Acquisition Corp.
(NYSE: DNZ) (the "Company") today announced that, in connection
with the previously announced special meeting in lieu of the 2022
annual meeting of stockholders of the Company to be held at
1:30 p.m. Eastern Time on
December 19, 2022 (the "Special
Meeting") for the sole purpose of considering and voting on, among
other proposals, a proposal to extend the date by which the Company
must consummate an initial business combination (the "Extension")
from January 28, 2023 (the "Original
Termination Date") to October 31,
2023 or such earlier date as determined by the Company's
board of directors (such later date, the "Extended Date"), the
Company's sponsor, D and Z Media Holdings LLC (the "Sponsor"), or
its designees will make increased additional contributions to the
trust account following the approval and implementation of the
Extension.
If the requisite proposals are approved at the Special Meeting
and the Extension is implemented, the Sponsor or its designees will
deposit into the trust account as a loan (a "Contribution", and the
Sponsor or its designee making such Contribution, a "Contributor"),
on the Original Termination Date, the lesser of (w) $255,000 or (x) $0.15 per public share multiplied by the number
of public shares outstanding on the Original Termination Date, and
on each of April 28, 2023 and the
28th day of each subsequent calendar month until the Extended Date,
the lesser of (y) $85,000 or (z)
$0.05 per public share multiplied by
the number of public shares outstanding on such applicable date,
provided that no Contribution will be made for the period from
October 28, 2023 to October 31, 2023, if applicable (each date on
which a Contribution is to be deposited into the trust account, a
"Contribution Date").
The Company has not asked the Sponsor to reserve for, nor has
the Company independently verified whether the Sponsor will have
sufficient funds to satisfy, any such Contributions. If a
Contributor fails to make a Contribution by an applicable
Contribution Date, the Company will liquidate and dissolve as soon
as practicable after such date and in accordance with the Company's
charter. The Contributions will be evidenced by a non-interest
bearing, unsecured promissory note and will be repayable by the
Company upon consummation of an initial business combination. If
the Company does not consummate an initial business combination by
the Extended Date, any such promissory notes will be repaid only
from funds held outside of the trust account or will be forfeited,
eliminated or otherwise forgiven. Any Contribution is conditioned
on the approval of the requisite proposals at the Special Meeting
and the implementation of the Extension. No Contribution will occur
if such proposals are not approved or the Extension is not
implemented. If the Company has consummated an initial business
combination or announced its intention to wind up prior to any
Contribution Date, any obligation to make Contributions will
terminate. The above terms supersede any prior arrangement with
respect to any Contributions.
Additionally, if the Extension is implemented, the Company plans
to liquidate the U.S. government treasury obligations or money
market funds held in the trust account and thereafter to maintain
the funds in the trust account in cash in an interest-bearing
demand deposit account at a bank. Interest on such deposit account
is currently 2.5% per annum, but such deposit account carries a
variable rate and the Company cannot assure you that such rate will
not decrease or increase significantly.
Further information related to attendance, voting and the
proposals to be considered and voted on at the Special Meeting is
described in the definitive proxy statement related to the Special
Meeting filed by the Company with the Securities and Exchange
Commission (the "SEC") on November 15,
2022 (the "Definitive Proxy Statement").
About D and Z Media Acquisition Corp.
D and Z Media Acquisition Corp. is a blank check company formed
for the purpose of entering into a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. Although the
Company's search for a target business is not limited to a
particular industry or geographic region, it has initially focused
on companies related media, education technology (ed-tech) and
other related industries. The Company's management team includes
Betty Liu (Chairman, President and
CEO) and Mark Wiltamuth (CFO).
Intercontinental Exchange (NYSE: ICE) and Navigation Capital
Partners, Inc. are members of the Sponsor.
Forward Looking Statements
This press release includes "forward-looking statements" within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these
forward-looking statements can be identified by the use of words
such as "believes," "expects," "intends," "plans," "estimates,"
"assumes," "may," "should," "will," "seeks," or other similar
expressions. Such statements may include, but are not limited to,
statements regarding the approval of certain proposals at the
Special Meeting, the implementation of the Extension or any
Contributions to the trust account, the liquidation of any
securities held in the trust account, the placement of funds held
in the trust account in an interest-bearing demand deposit account
being permitted by the trustee of the trust account or current or
future interest rates on funds held in the trust account. These
statements are based on current expectations on the date of this
press release and involve a number of risks and uncertainties that
may cause actual results to differ significantly, including those
risks set forth in the Definitive Proxy Statement, the Company's
most recent Annual Report on Form 10-K and subsequent Quarterly
Reports on Form 10-Q and other documents filed with the SEC. Copies
of such filings are available on the SEC's website at www.sec.gov.
The Company does not assume any obligation to update or revise any
such forward-looking statements, whether as the result of new
developments or otherwise. Readers are cautioned not to put undue
reliance on forward-looking statements.
Additional Information and Where to Find It
The Definitive Proxy Statement has been mailed to the Company's
stockholders of record as of the record date for the Special
Meeting. Investors and security holders of the Company are advised
to read the Definitive Proxy Statement because it contains
important information about the Special Meeting and the Company.
Investors and security holders of the Company may also obtain a
copy of the Definitive Proxy Statement, as well as other relevant
documents that have been or will be filed by the Company with the
SEC, without charge and once available, at the SEC's website at
www.sec.gov or by directing a request to: D and Z Media Acquisition
Corp., 2870 Peachtree Road NW, Suite 509, Atlanta, GA 30305.
Participants in the Solicitation
The Company and certain of its directors and executive officers
and other persons may be deemed to be participants in the
solicitation of proxies from the Company's stockholders in respect
of the proposals to be considered and voted on at the Special
Meeting. Information concerning the interests of the directors and
executive officers of the Company is set forth in the Definitive
Proxy Statement, which may be obtained free of charge from the
sources indicated above.
Contacts
Alex Jorgensen, Prosek Partners,
ajorgensen@prosek.com
D and Z Media Acquisition Corp., ir@dandzmedia.com
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SOURCE D and Z Media