Item 1.01. Entry into a Material Definitive Agreement.
On June 16, 2023, CF Acquisition Corp. VII (the "Company") issued a promissory
note (the "Note") in the principal amount of up to $3,861,966.87 to CFAC
Holdings VII, 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 20, 2023 to March
20, 2024 (or such earlier date as determined by the board of directors of the
Company) (the "Extension").
The Company will deposit $429,107.43, or $0.03 per share of the Company's
Class A common stock sold in the Company's initial public offering (each, a
"Public Share") that remained outstanding and was not redeemed in connection
with the Extension, 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 21, 2023 and ending on the
20th 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 20, 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 16, 2023, the Company filed the first 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
20, 2023 to March 20, 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 16, 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 20, 2023 to March 20, 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
19,334,539 168,451 0
Stockholders holding 3,946,419 Public Shares exercised their right to redeem
such shares for a pro rata portion of the funds in the Trust Account. As a
result, approximately $41.4 million (approximately $10.48 per share) will be
removed from the Trust Account to pay such holders. Following redemptions, the
Company will have 14,303,581 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 First 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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