uta-8k_20220120.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 20, 2022

 

UTA Acquisition Corporation
(Exact name of registrant as specified in its charter)

 

Cayman Islands
(State or other jurisdiction of incorporation)

001-41114
(Commission File Number)

98-1616250
(I.R.S. Employer Identification No.)

135 5th Avenue, 7th Floor
New York, NY
(Address of principal executive offices)

 

10010
(Zip Code)

 

(917) 781-1679
(Registrant’s telephone number, including area code)

 

 

Not Applicable
(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title for each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

UTAAU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

UTAA

The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50

UTAAW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 


 

Item 8.01Other Events.

On January 20, 2022, UTA Acquisition Corporation (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and warrants comprising the Units commencing on January 24, 2022. Those Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “UTAAU,” and each of the Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “UTAA” and “UTAAW,” respectively.

Item9.01Financial Statements and Exhibits.

 

(d)

Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.

Description of Exhibits

99.1

Press Release, dated January 20, 2022.

 

 

 

 


 

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.

Date: January 20, 2022

UTA Acquisition Corporation

By:/s/ Clinton Foy
Name:Clinton Foy
Title: Co-Chief Executive Officer

 

 

uta-ex991_6.htm

Exhibit 99.1

UTA Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing January 24, 2022

NEW YORK, NY, Jan. 20, 2022 (BUSINESS WIRE) – UTA Acquisition Corporation (the “Company”) announced that commencing January 24, 2022, holders of the units sold in the Company’s initial public offering of 23,000,000 units may elect to separately trade the Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “UTAA” and “UTAAW,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “UTAAU.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering was made only by means of a prospectus. Copies of the prospectus may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus may be obtained, when available, from Credit Suisse Securities (USA) LLC at Attn: Credit Suisse Prospectus Department, 6933 Louis Stephens Drive, Morrisville, NC 27560, or by telephone at 1 (800) 221-1037 or by email at usa.prospectus@credit-suisse.com.

About UTA Acquisition Corporation

UTA Acquisition Corporation is a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to concentrate its efforts on identifying and acquiring a company operating in the gaming, digital media, creator economy, entertainment and technology industries.

Forward-Looking Statements

This press release 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 press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our 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 Securities and Exchange Commission. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s 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 registration statement and prospectus for the Company’s initial public offering filed with the Securities and Exchange

 


Exhibit 99.1

Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Media Relations:

Sard Verbinnen & Co
UTA-SVC@sardverb.com

Investor Contact:

investors@UTAACorp.com