Item 8.01 Other Events.
On December 21, 2022, CF Acquisition Corp. IV (the "Company") issued a press
release announcing that its special meeting in lieu of an annual meeting of the
stockholders (the "Meeting") would be postponed from 10:00 a.m. Eastern Time to
4:00 p.m. Eastern Time on December 22, 2022. In addition, the Company announced
that to mitigate the current uncertainty surrounding the implementation of the
Inflation Reduction Act of 2022, in the event that the extension (the
"Extension") of the time period the Company has to complete an initial business
combination (the "Business Combination") is implemented as described in the
proxy statement filed by the Company in connection with the Meeting on December
2, 2022 (the "Proxy Statement"), CFAC Holdings IV, LLC, the sponsor of the
Company, or a designee, will indemnify the Company for any excise tax
liabilities with respect to any future redemption opportunities that are
provided after December 31, 2022 and prior to or in connection with a Business
Combination or liquidation of the Company. Additionally, if the Extension is
implemented, the Company plans to maintain the remaining amount in its trust
account in an interest-bearing demand deposit account at a bank.
A copy of the press release issued by the Company is attached as Exhibit 99.1
and is incorporated by reference into this Item 8.01.
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in respect of the Extension. Information regarding the Company's
directors and executive officers is available in its annual report on Form 10-K
filed with the SEC. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests are
contained in the Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information
The Company has filed the Proxy Statement with the Securities and Exchange
Commission (the "SEC") in connection with the Meeting and, beginning on December
2, 2022, mailed the Proxy Statement and other relevant documents to its
stockholders as of the November 17, 2022 record date for the Meeting. The
Company's stockholders and other interested persons are advised to read the
Proxy Statement and any other relevant documents that have been or will be filed
with the SEC in connection with the Company's solicitation of proxies for the
Meeting because these documents will contain important information about the
Company, the Extension and related matters. Stockholders may also obtain a free
copy of the Proxy Statement, as well as other relevant documents that have been
or will be filed with the SEC, without charge, at the SEC's website located
at www.sec.gov or by directing a request to Morrow Sodali LLC at (800) 662-5200
(toll free) or by email at CFIV.info@investor.morrowsodali.com.
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Forward-Looking Statements
This Current Report on Form 8-K and oral statements made from time to time by
representatives of the Company 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," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"would" and similar expressions, as they relate to the Company or its management
team, identify forward-looking statements. Such forward-looking statements are
based on the beliefs of the Company's 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 SEC. All subsequent written or oral forward-looking statements attributable
to the Company or persons acting on its 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 SEC. The
Company undertakes no obligation to update these statements for revisions or
changes after the date of this release, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Title
99.1 Press Release, dated December 21, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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