Ackrell SPAC Partners I Co. (“Ackrell” or the “Company”) (Nasdaq:
“ACKIU” for units, “ACKIT” for subunits and “ACKW” for warrants)
announced that its stockholders have approved an extension of the
date by which the Company must consummate a business combination
from June 23, 2022 to September 23, 2022 (or such earlier date as
determined by Ackrell’s board of directors) (the “Extension”) at
the special meeting of stockholders held on June 21, 2022 (the
“Special Meeting”). The Extension provides Ackrell with additional
time to complete the previously announced proposed business
combination (the “Transaction”) with Blackstone Products
(“Blackstone”).
Jason Roth, Chief Executive Officer of Ackrell, commented on the
results of the meeting: “We are happy to report that more than 99%
of the votes cast by our stockholders supported the extension,
which will allow us additional time to complete our business
combination with Blackstone. With this vote of approval, we will
continue to work towards completing a successful business
combination to build stockholder value for this company.”
The Company will deposit $200,000 (the
“Extension Payment”) into the Company’s trust account for its
public stockholders (the “Trust Account”), representing $0.0388 per
public subunit, which enables the Company to further extend the
period of time it has to consummate its initial business
combination by one month from June 23, 2022 to July 23, 2022. This
extension is the first of up to three monthly extensions permitted
under the Certificate of Amendment to the Company’s Amended and
Restated Certificate of Incorporation approved by our stockholders
at the Special Meeting and has been funded by the proceeds from a
promissory note issued by the Company to North Atlantic Imports,
LLC, a Utah limited liability company d/b/a Blackstone Products,
which entered into a business combination agreement with the
Company, among others, on December 22, 2021. The Company previously
extended the period of time it has to consummate its initial
business combination from December 23, 2021 to March 23, 2022 and
from March 23, 2002 to June 2022.
Stockholders holding 8,645,776 shares of common stock underlying
Ackrell’s public subunits exercised their right to redeem their
shares for a pro rata portion of the funds in the Trust Account. As
a result, approximately $89,068,505 (approximately $10.30 per
share) will be removed from the Trust Account to pay such holders.
Furthermore, as a result of the redemption, the one half of one
warrant contained in each public subunit (resulting in an aggregate
of 4,322,888 warrants) were also forfeited by such holders and
automatically extinguished by the Company. Following the
redemption, the Company’s remaining shares of common stock
underlying its public subunits outstanding (“public shares”) were
5,154,224. Ackrell must deposit into the Trust Account for
the initial extension period (commencing June 24, 2022 and ending
July 23, 2022) $200,000 on or before June 30, 2022.
Business Combination
On December 22, 2021, Ackrell entered into
a definitive business combination agreement pursuant to which it
would acquire Blackstone. Upon the closing of the business
combination, which is expected in the third quarter of 2022, the
combined company will be named Blackstone Products, Inc.
Blackstone, which had previously announced its intention to list on
Nasdaq, intends to transfer the listing of the common shares of the
combined company to the NYSE under the new ticker symbol,
“BLKS.”
About Ackrell SPAC Partners I
Co.
Ackrell 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 Ackrell may pursue
an acquisition in any business industry or sector, it intends to
concentrate its efforts on identifying businesses in the branded
fast-moving consumer goods industry.
About Blackstone Products
Blackstone Products, headquartered in Logan, UT,
is fundamentally redefining how people cook outdoors. The company
specializes in outdoor griddles which allow users to cook a wider
variety of foods faster and more often.
Blackstone’s robust product line features
innovative and easy-to-use griddles, accessories, and
consumables that enhance outdoor cooking and make it more enjoyable
and accessible to all for every meal. Blackstone believes in
helping people create an experience with food that brings family
and friends together.
Additional Information and Where to Find
It
In connection with the proposed business
combination, on February 15, 2022, Blackstone Products, Inc.
filed a registration statement on Form S-4 (the
“Form S-4”) with a proxy statement with the Securities
and Exchange Commission (the “SEC”), as amended by Amendment
No. 1 on April 13, 2022 and Amendment No. 2 on
May 17, 2022. The Form S-4 contains information
about the proposed transaction and the respective businesses of
Blackstone and Ackrell. Ackrell will mail a final prospectus and
definitive proxy statement and other relevant documents after the
SEC completes its review. Ackrell stockholders are urged to read
the preliminary prospectus and proxy statement and any amendments
thereto and the final prospectus and definitive proxy statement in
connection with the solicitation of proxies for the special meeting
to be held to approve the proposed transaction, because these
documents will contain important information about Ackrell,
Blackstone, and the proposed transaction. The final prospectus and
definitive proxy statement will be mailed to stockholders of
Ackrell as of a record date to be established for voting on the
proposed transaction. Stockholders of Ackrell will also be able to
obtain a free copy of the proxy statement, as well as other filings
containing information about Ackrell, without charge, at the SEC’s
website (www.sec.gov) or by
calling 1-800-SEC-0330. Copies of the proxy statement and
Ackrell’s other filings with the SEC can also be obtained, without
charge, by directing a request
to: info@ackrellspac.com or Ackrell SPAC Partners I Co.,
2093 Philadelphia Pike #1968, Claymont, DE 19703. Additionally, all
documents filed with the SEC can be found on Ackrell’s
website, www.ackrellspac.com. The information contained in, or
that can be accessed through, Ackrell’s or the Company’s website is
not incorporated by reference in, and is not part of, this press
release.
No Offer or Solicitation
This press release does not constitute
(i) a solicitation of a proxy, consent, or authorization with
respect to any securities or in respect of the proposed business
combination, or (ii) an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any
jurisdiction 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 the U.S. Securities Act.
Participants in the
Solicitation
Blackstone and Ackrell and their respective
directors and officers and other members of management and
employees may be deemed participants in the solicitation of proxies
in connection with the proposed business combination. Ackrell
stockholders and other interested persons may obtain, without
charge, more detailed information regarding directors and officers
of Ackrell in Ackrell’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, which was filed with
the SEC on March 31, 2022. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies from Ackrell’s stockholders in connection
with the proposed business combination is included in the
Form S-4 and will be included in the definitive proxy
statement/prospectus that Ackrell intends to file with the SEC and
mail to its stockholders of record for voting on the proposed
transaction.
Caution Concerning Forward-Looking
Statements
Certain statements herein are “forward-looking
statements” made pursuant to the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995.
Actual results may differ from their expectations, estimates, and
projections and, consequently, you should not rely on these
forward-looking statements as predictions of future events. For
example, projections of future net revenue, gross profit, gross
margin, Adjusted EBITDA and other metrics are forward-looking
statements. In some cases, you can identify forward-looking
statements through the use of words or phrases such as “may”,
“should”, “could”, “predict”, “potential”, “believe”, “will likely
result”, “expect”, “continue”, “will”, “anticipate”, “seek”,
“estimate”, “intend”, “plan”, “projection”, “would” and “outlook”,
or the negative version of those words or phrases or other
comparable words or phrases of a future or forward-looking nature,
but the absence of such words does not mean that a statement is not
forward-looking. These forward-looking statements are not
historical facts and are based upon estimates and assumptions that,
while considered reasonable by Ackrell and its management, and the
Company and its management, as the case may be, are inherently
uncertain. Factors that may cause actual results to differ
materially from current expectations include, but are not limited
to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
business combination agreement and any subsequent definitive
agreements with respect to the proposed business combination;
(2) the outcome of any legal proceedings that may be
instituted against Ackrell, the Company, the combined company or
other following the announcement of the proposed business
combination and the business combination agreement with respect
thereto; (3) the inability to complete the proposed business
combination due to the failure to obtain approval of the
stockholders of Ackrell, to obtain financing to complete the
proposed business combination or to satisfy other conditions to
closing; (4) changes to the proposed structure of the proposed
business combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the proposed business combination;
(5) the ability to meet stock exchange listing standards
following the consummation of the proposed business combination;
(6) the risk that the proposed business combination disrupts
current plans and operations of Ackrell or the Company as a result
of the announcement and consummation of the proposed business
combination; (7) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition and the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and retain its management and key
employees; (8) costs related to the proposed business
combination; (9) changes in applicable laws or regulations and
delays in obtaining, adverse conditions contained in, or the
inability to obtain regulatory approvals required to complete the
proposed business combination; (10) the Company’s estimates of
expenses and profitability and underlying assumptions with respect
to stockholder redemptions and purchase price and other
adjustments; (11) the Company’s inability to increase outdoor
cooking market penetration or expand the categories for outdoor
cooking; (12) the addressable market the Company intends to
target does not grow as expected; (13) increased regulatory
costs and compliance requirements in connection with any
international or product line expansion; (14) the Company’s
inability to expand and diversify its supply chain; (15) the
loss of any key executives; (16) the loss of any relationships
with key retailers; (17) the loss of any relationships with
key suppliers; (18) the inability to protect the Company’s
patents and other intellectual property; (19) lower than
expected attachment rate and cross-selling capabilities for new
products; (20) new technologies that compete with the Company
in the griddle market and other outdoor cooking markets;
(21) the inability to increase engagement
with end-users via social media or other digital
channels; (22) fluctuations in sales of the Company’s major
customers; (23) the Company’s ability to execute its business
plans and strategy; (24) the Company’s ability to maintain
sufficient inventory and meet customer demand; (25) the
Company’s inability to deliver expected cost and manufacturing
efficiencies; and (26) other risks and uncertainties indicated
from time to time in the Form S-4 and other documents
filed or to be filed with the SEC by Blackstone Products, Inc. and
Ackrell.
Contacts
Blackstone Products, Inc.
Media and Investor Contact ICR
Blackstone@icrinc.com
Ackrell SPAC Partners I Co. (650) 560-4753
Info@ackrellspac.com
Advantage Proxy, Inc. Karen Smith (877)
870-8565 (toll-free) (206) 870-8565 (standard rates apply)
Ksmith@advantageproxy.com
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