Progress Acquisition Corp. (“Progress” or the “Company”) (Nasdaq:
“PGRW”, “PGRWU”, “PGRWW”) announced the mailing of a definitive
proxy statement, dated October 12, 2022 (the “Extension Proxy
Statement”), to hold a special meeting in lieu of annual meeting of
stockholders (on October 27, 2022 (the “Meeting”) to approve an
extension of the date by which Progress must consummate an initial
business combination to on or before May 8, 2023 (the “Extended
Date”) (the “Charter Extension”). Progress commenced mailing of the
Extension Proxy Statement on October 13, 2022.
The Meeting will be held virtually on October
27, 2022 at 10:00 AM, Eastern Time and can be accessed by visiting
https://www.cstproxy.com/progressacquisition/2022. The Company’s
stockholders of record at the close of business on the record date,
October 3, 2022, are entitled to vote the shares of common stock of
Progress owned by them at the Meeting. Every stockholder’s vote is
important, regardless of the number of shares held, and the Company
requests the prompt submission of votes. Stockholders can vote
online, by telephone, or by mail, simply by following the
instructions on their proxy card.
If the proposal to approve the Charter Extension
(the “Extension Amendment Proposal”) is approved and the board of
directors decides to implement the Charter Extension, Progress
Capital I LLC (the “Sponsor”) or its designees have agreed to
contribute to the Company a loan (the “Charter Extension Loan”) of
$50,000 per month, for each calendar month (commencing on November
8, 2022 and on the 8th day of each subsequent month) until the
Extended Date (each, an “Extension Period”), or portion thereof,
that is needed to complete an initial business combination, for up
to an aggregate of $300,000. Each Charter Extension Loan will be
deposited in the trust account within five (5) business days from
the beginning of such calendar month (or portion thereof).
Accordingly, the redemption amount per share at the meeting for
such business combination or the Company’s liquidation will depend
on the number of public shares that remain outstanding after
redemptions in connection with the Charter Extension and the length
of the extension period that will be needed to complete the
business combination. For example, if Progress takes until February
8, 2023, to complete our Business Combination, which would
represent three calendar months, the Sponsor or its designees would
make aggregate Contributions of $150,000. In such case, then if
16,250,000 public shares are redeemed and 1,000,000 of our public
shares remain outstanding after redemptions in connection with the
Charter Extension, then the amount deposited per share for such
three-month period will be approximately $0.15 per share, resulting
in a total redemption amount of approximately $10.15 per share in
comparison to the current redemption amount of $10.00 per share
(plus any applicable interest accrued). If we need the full amount
of time, until May 8, 2023, to complete our Business Combination,
then the Sponsor or its designees would make aggregate
Contributions of $300,000. In such case, then if 16,250,000 public
shares are redeemed and 1,000,000 of our public shares remain
outstanding after redemptions in connection with the Charter
Extension, then the amount deposited per share for such six-month
period will be approximately $0.30 per share, resulting in a total
redemption amount of approximately $10.30 per share in comparison
to the current redemption amount of $10.00 per share (plus any
applicable interest accrued).
Any Charter Extension Loan is conditioned upon
the implementation of the Charter Extension. No Charter Extension
Loan will occur if the Charter Extension is not approved or if the
Charter Extension is not completed. The amount of each Charter
Extension Loan will not bear interest and will be repayable by the
Company to the Sponsor or its designees upon consummation of the
business combination. If the Company opts not to utilize any
remaining portion of the Charter Extension, then the Company will
liquidate and dissolve promptly in accordance with the Company’s
charter, and the Sponsor’s obligation to make additional
contributions will terminate.
The Company’s stockholders and other interested
persons are advised to read the Extension Proxy Statement.
Shareholders are also able to obtain copies of the Extension Proxy
Statement and other relevant materials filed with the Securities
and Exchange (the “SEC”), without charge, at the SEC’s web site at
www.sec.gov, or by directing a request to Progress’ proxy
solicitation agent at the following address and telephone number:
Morrow Sodali, LLC, 333 Ludlow Street, 5th Floor, South Tower,
Stamford, CT 06902, Toll Free Telephone: (800) 662-5200, Main
Telephone: (203) 658-9400, E-mail:
PGRW.info@investor.morrowsodali.com.
About Progress
Acquisition Corp.
Progress 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. While the
Company may pursue an acquisition in any business industry or
sector, it intends to focus on opportunities in media,
entertainment, and technology, with an emphasis on attractive
targets that fall in the digital ecosystem.
Forward-Looking Statements
This press release includes forward-looking
statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such
forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ from the forward-looking
statements. These forward-looking statements and factors that may
cause such differences include, without limitation, uncertainties
relating to the Company’s stockholder approval of the Charter
Extension, its inability to complete an initial business
combination within the required time period or, and other risks and
uncertainties indicated from time to time in filings with the SEC,
including Progress’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2021 under the heading “Risk
Factors” and other documents Progress has filed, or to be filed,
with the SEC. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Progress expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company’s expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is
based.
Participants in the Solicitation
Progress and its directors, executive officers,
other members of management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies from the
securityholders of Progress in favor of the approval of the Charter
Extension. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of
Progress’ directors and officers in the Extension Proxy Statement,
which, when available, may be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This press release shall not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Charter Extension. This
communication shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act or an exemption therefrom.
Additional Information and Where to Find
It
Progress urges investors, stockholders and other
interested persons to read the Extension Proxy Statement, once
available, as well as other documents filed by Progress with the
SEC, because these documents will contain important information
about Progress and the Charter Extension. When available,
stockholders may obtain copies of the Extension Proxy Statement,
without charge, at the SEC’s website at www.sec.gov or by directing
a request to: Progress Acquisition Corp, 10 Winthrop Square
Penthouse, Boston, Massachusetts 02110, e-mail:
contact@progressacquisition.com.
INVESTOR RELATIONS CONTACT
Domenic Venuto Progress Acquisition
Corp. 10 Winthrop
Square 6th Floor Boston, Massachusetts 02110E-mail:
contact@progressacquisition.com Telephone: (617) 401-2700
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