UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
UTA Acquisition Corporation (the “Company”) will not consummate an initial business combination by September 6, 2023, the deadline under its Amended and Restated Memorandum and Articles of Association.
The Company, as promptly as possible, but no later than September 20, 2023, will redeem 100% of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), offered in the Company’s initial public offering (the “Redemption”). 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 August 31, 2023, which was $245,508,929.17, the Company estimates that the per-share Redemption Amount will be approximately $10.67. On the Redemption date, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Company expects the Public Shares to cease trading as of the close of business on September 15, 2023. In addition, the Company expects The Nasdaq Stock Market LLC to file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. 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.
Forward-Looking Statements.
This Current Report on Form 8-K (this “report”) includes “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, that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this report, are forward-looking statements. When used in this report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its IPO filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UTA Acquisition Corporation | ||||||
| Date: September 1, 2023 | By: | /s/ Clinton Foy | ||||
| Name: | Clinton Foy | |||||
| Title: | Co-Chief Executive Officer | |||||