Item 7.01. Regulation FD Disclosure.
On October 4, 2022, Tekkorp Digital Acquisition Corp. (the "Company") announced
that it will: (i) no longer pursue an extension of the date by which it must
complete an initial business combination or cease its operations except for the
purposes of winding down and redeeming shares held by its public shareholders;
(ii) at the previously announced Extraordinary General Meeting of the Company's
shareholders initially contemplated to be held for the purpose of seeking an
extension to such date, adjourn the meeting indefinitely without bringing the
proposal for such extension to its shareholders; and (iii) not complete its
initial business combination by October 26, 2022, the current deadline for such
date. A copy of an announcement by the Company related to such determination is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 8.01 Other Events.
Due to the Company not completing a business combination by October 26, 2022, as
required by the Company's Amended and Restated Memorandum and Articles of
Association, following October 26, 2022, the Company will as promptly as
possible, but not more than ten business days thereafter, redeem (the
"Redemption") 100% of the Company's issued and outstanding Class A ordinary
shares, par value $0.0001 per share (the "Public Shares"). In the Redemption,
funds held in the Company's trust account, less $100,000 of interest to pay
dissolution expenses and net of taxes payable, will be distributed to each
holder of Public Shares on a pro rata basis (such amount, the "Redemption
Amount"). Based upon the amount held in the trust account as of September 30,
2022, which was $251,258,990.15, the Company estimates that the per-share
Redemption Amount will be approximately $10.05. There will be no redemption
rights or liquidating distributions with respect to the Company's warrants,
which will expire worthless upon the liquidation of the Company.
The Company anticipates that the Public Shares, as well as the Company's
publicly traded units and warrants, will cease trading as of the close of
business on October 26, 2022. On the Redemption Date, the Public Shares will be
deemed cancelled and will represent only the right to receive the Redemption
Amount. The Company has been advised 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. Thereafter, the Company will file a Form 15
with the SEC to terminate the registration of its securities under the
Securities Exchange Act of 1934, as amended.
Beneficial owners of the Public Shares held in "street name," will not need to
take any action in order to receive their pro rata portion of the Redemption
Amount. Holders of registered Public Shares will need to present their
respective shares to the Company's transfer agent, Continental Stock Transfer &
Trust Company, to receive their pro rata portion of the Redemption Amount.
Forward Looking Statements
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this report are forward-looking
statements. When used in this report, words such as "anticipate," "believe,"
"estimate," "expect," "intend" and similar expressions, as they relate to the
Company or its 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 SEC. All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its 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
Annual Report on Form 10-K filed with the SEC on March 4, 2022 and Quarterly
Reports on Form 10-Q filed with the SEC on May 16, 2022 and August 12, 2022, and
as those may be further amended and/or supplemented in subsequent filings with
the SEC. Copies of such filings are available on the SEC's website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or
changes after the date of this report, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibits
99.1 Announcement, dated October 4, 2022, by the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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