Benzinga | Nov 15, 2021 11:15AM EST

890 5th Avenue Partners, Inc. Announces Registration Statement In Connection With Proposed Business Combination With BuzzFeed, Inc. Has Been Declared Effective; Sets Dec. 2, 2021 as the Meeting Date For The Special Meeting Of Stockholders

890 5th Avenue Partners, Inc. (NASDAQ:ENFA, ENFAU, ENFAW))))) ("890") today announced that on November 10, 2021, the U.S. Securities and Exchange Commission ("SEC") declared effective the registration statement on Form S-4 of 890 (File No. 333-258343) (as amended, the "Registration Statement"), which includes a definitive proxy statement/prospectus in connection with 890's special meeting of stockholders (the "Special Meeting") to consider the previously announced proposed Business Combination (as defined below) with BuzzFeed, Inc. ("BuzzFeed"). On November 11, 2021, 890 began mailing the definitive proxy statement/prospectus and other relevant documents to stockholders of 890 as of the record date established for voting on the Business Combination.

890 previously set a record date as of the close of business on October 8, 2021 (the "Record Date") and today announced a meeting date of December 2, 2021 for its Special Meeting.

890's stockholders of record at the close of business on the Record Date are entitled to receive notice of the Special Meeting and to vote the shares of 890 owned by them at the Special Meeting. The Special Meeting will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/ENFA2021SM.

In connection with the Special Meeting, 890's stockholders that wish to exercise their redemption rights must do so no later than 5:00 p.m., New York City time, on November 30, 2021 (two business days before the Special Meeting) by following the procedures specified in the definitive proxy statement/prospectus for the Special Meeting. There is no requirement that stockholders affirmatively vote for or against the Business Combination at the Stockholder Meeting in order to redeem their shares for cash.

As announced previously, the Business Combination is to be effected through the merger of Bolt Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of 890 ("Merger Sub") with and into BuzzFeed, after which the separate corporate existence of Merger Sub will cease and BuzzFeed will survive the merger as a wholly-owned subsidiary of 890 (the "Merger"). Immediately following the Merger, BuzzFeed will merge with and into Bolt Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of 890 ("Merger Sub II") (the "Second Merger" and together with the Merger, the "Two-Step Merger"), with Merger Sub II surviving the merger as a wholly-owned subsidiary of 890. The Two-Step Merger and the other transactions contemplated by the agreement and plan of merger, dated June 24, 2021, by and among 890, Merger Sub, Merger Sub II and BuzzFeed, as amended (the "Merger Agreement"), including the acquisition of CM Partners, LLC and its direct, wholly-owned subsidiary, Complex Media, Inc. ("Complex Networks") by the surviving entity of the Two-Step Merger is referred to as the "Business Combination." In connection with the consummation of the Business Combination, 890 will be renamed "BuzzFeed, Inc." Adam Rothstein, 890's Executive Chairman, will serve as a Director of the BuzzFeed Board of Directors upon the closing. 890's units, Class A common stock and public warrants are currently traded on NASDAQ under the symbols "ENFAU," "ENFA" and "ENFAW," respectively. In connection with the closing of the transaction, BuzzFeed Class A common stock will be Nasdaq-listed under the new ticker symbol "BZFD."

The Record Date determines the holders of 890's Class A common stock entitled to receive notice of and to vote at the Special Meeting, and at any adjournment or postponement thereof, whereby stockholders will be asked to approve and adopt the Business Combination, and such other proposals as disclosed in the definitive proxy statement included in the Registration Statement. If the Business Combination is approved by 890 stockholders, 890 anticipates closing the Business Combination shortly after the Special Meeting, subject to the satisfaction or waiver (as applicable) of all other closing conditions.

A list of 890 stockholders entitled to vote at the Special Meeting will be open to the examination of any 890 stockholder, for any purpose germane to the Special Meeting, during regular business hours for a period of ten calendar days before the Special Meeting.