CF Acquisition Corp. IV filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 27, 2023 (
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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).
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Item 1.01. Entry into a Material Definitive Agreement.
On June 22, 2023, CF Acquisition Corp. IV (the “Company”) issued a promissory note (the “Note”) in the principal amount of up to $1,350,000 to CFAC Holdings IV, LLC (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to such amount in connection with the extension of the Company’s time to consummate a business combination from June 28, 2023 to March 28, 2024 (or such earlier date as determined by the board of directors of the Company) (the “Extension”).
The Company will deposit $150,000 into the Company’s trust account (the “Trust Account”) (i) in connection with the first drawdown under the Note and (ii) for each of the eight subsequent calendar months (commencing on July 29, 2023 and ending on the 28th day of each subsequent month), or portion thereof, that is needed by the Company to complete an initial business combination (the “Business Combination”) until March 28, 2024, or until such earlier date determined by the board of directors of the Company. Such amounts will be distributed either to: (1) all of the holders of Public Shares upon the Company’s liquidation or (2) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Business Combination.
The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Business Combination or (b) the date of the liquidation of the Company.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 22, 2023, the Company filed a second amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate the Business Combination from June 28, 2023 to March 28, 2024 (or such earlier date as determined by the board of directors of the Company).
The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 22, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Extension Amendment, extending the date by which the Company must consummate a Business Combination from June 28, 2023 to March 28, 2024 (or such earlier date as determined by the board of directors of the Company) (the “Extension Amendment Proposal”).
The final voting results for the Extension Amendment Proposal were as follows:
| For | Against | Abstain | ||
| 19,996,214 | 406,219 | 500 |
Stockholders holding 2,701,743 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $28.3 million (approximately $10.48 per share) will be removed from the Trust Account to pay such holders. Following redemptions, the Company will have 7,549,677 public shares outstanding.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
Exhibit No. |
Description of Exhibits | |
| 3.1 | Second Amendment to Amended and Restated Certificate of Incorporation of the Company. | |
| 10.1 | Promissory Note issued to the Sponsor. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| CF Acquisition Corp. IV | ||
| Dated: June 27, 2023 | By: | /s/ Howard W. Lutnick |
| Name: | Howard W. Lutnick | |
| Title: | Chief Executive Officer | |
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