On March 9, 2022, Engine Capital LP announced that it has sent a letter to Houghton Mifflin Harcourt Company's. In the letter Engine Capital stated that it does not intend to tender its shares into the $21 per share offer from Veritas Capital for three fundamental reasons: 1) it believes the sale process and its timing were flawed, 2) it believes the $21 per share offer undervalues the Company, and 3) it believes there is a superior alternative available that would result in a higher per share value for all shareholders. In addition, Engine Capital announced its intention to nominate directors at the earliest possible opportunity to ensure Company executes on suggested plan.