SEC Form DEFA14A filed by D and Z Media Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

D AND Z MEDIA ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

On December 7, 2022, D and Z Media Acquisition Corp. issued the following press release:

D AND Z MEDIA ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF Special Meeting of Stockholders to DECEMBER 19, 2022

Atlanta, Georgia, December 7, 2022 — D and Z Media Acquisition Corp. (NYSE: DNZ) (the “Company”) today announced that the special meeting in lieu of the 2022 annual meeting of stockholders of the Company (the “Special Meeting”), originally scheduled for 12:00 p.m. Eastern Time on December 7, 2022, was convened and then adjourned, without conducting any business, to recommence at 1:30 p.m. Eastern Time on December 19, 2022 as a virtual meeting via live webcast at https://www.cstproxy.com/dandzmedia/2022.

The Special Meeting is being held 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 from January 28, 2023 to October 31, 2023 or such earlier date as determined by the Company’s board of directors (the “Extension”).

The record date for the Special Meeting remains the close of business on November 3, 2022. Stockholders who have not submitted their proxy for the Special Meeting, or who wish to change or revoke their proxy, are urged to do so promptly. Stockholders who have previously submitted their proxy and do not wish to change or revoke their proxy need not take any action. If you are a stockholder of record and have questions or need assistance voting your shares, please contact the Company’s proxy solicitor at: Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, phone: (800) 662-5200 (banks and brokers: (203) 658-9400), email: [email protected].

In light of the adjournment, the Company has extended the deadline for public stockholders to submit their shares for redemption in connection with the Extension to 5:00 p.m. Eastern Time on December 15, 2022. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the vote at the Special Meeting by requesting that the Company’s transfer agent, Continental Stock Transfer & Trust Company, return such shares.

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 Company’s 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 or the implementation of the Extension. 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, [email protected]

D and Z Media Acquisition Corp., [email protected]

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