Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2022, CF Acquisition Corp. IV (the "Company") issued a
promissory note (the "Note") in the principal amount of up to $2,767,883.40
to CFAC Holdings IV, LLC (the "Sponsor"), pursuant to which the Sponsor agreed
to loan to the Company up to $2,767,883.40, in connection with the extension of
the Company's time to consummate a business combination from December 28, 2022
to June 28, 2023 (or such earlier date as determined by the board of directors
of the Company).
The Company will deposit $461,313.90, or approximately $0.045 per share of the
Company's Class A common stock sold in the Company's initial public offering
("Public Share") that was not redeemed in connection with the Meeting (as
defined below), into the Trust Account (i) in connection with the first drawdown
under the Note and (ii) $461,313.90 into the Trust Account for each calendar
month (commencing on January 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"). Such amounts will
be distributed either to: (i) all of the holders of Public Shares upon the
Company's liquidation or (ii) holders of Public Shares who elect to have their
shares redeemed in connection with the consummation of the Initial Business
Combination.
The Note bears no interest and is repayable in full upon the earlier of: (a) the
date of the consummation of the Company's Business Combination or (b) 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 December 22, 2022, the Company filed an 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 its initial business combination
from December 28, 2022 to June 28, 2023 (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 December 22, 2022, the Company held a special meeting of stockholders in lieu
of the 2022 annual meeting (the "Meeting"). At the Meeting, the Company's
stockholders approved the Extension Amendment extending the date by which the
Company must consummate its initial business combination from December 28, 2022
to June 28, 2023 (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 Broker Non-Votes
51,700,333 85,837 28,880 0
Stockholders holding 39,748,580 Public Shares exercised their right to redeem
such shares for a pro rata portion of the funds in the Company's trust account.
Following redemptions, the Company will have 10,251,420 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 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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