Item 3.02 Unregistered Sales of Equity Securities.
On June 12, 2023, CF Acquisition Corp. IV (the "Company") issued an aggregate of
12,366,250 shares of its Class A common stock, par value $0.0001 per share
("Class A Common Stock"), to CFAC Holdings IV, LLC, the sponsor of the Company
(the "Sponsor"), upon the conversion ("Conversion") of an equal number of shares
of Class B common stock of the Company, par value $0.0001 per share ("Class B
Common Stock"), held by the Sponsor. The 12,366,250 shares of Class A Common
Stock issued in connection with the Conversion are subject to the same
restrictions as applied to the Class B Common Stock before the Conversion,
including, among other things, certain transfer restrictions, waiver of
redemption rights and the obligation to vote in favor of an initial business
combination as described in the prospectus for the Company's initial public
offering. Following the Conversion, there were 23,617,670 shares of Class A
Common Stock issued and outstanding and 133,750 shares of Class B Common Stock
issued and outstanding. As a result of the Conversion, the Sponsor holds
approximately 56.6% of the Company's issued and outstanding Class A Common
Stock.
The shares of Class A Common Stock issued upon the Conversion have not been
registered under the Securities Act of 1933, as amended, in reliance on the
exemption from registration provided by Section 3(a)(9) thereof.
Item 7.01 Regulation FD Disclosure.
The disclosure set forth above in Item 3.02 of this Current Report on Form 8-K
is incorporated by reference in this Item 7.01.
Item 8.01. Other Events.
On June 7, 2023, the Company issued a press release announcing 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 on May 22, 2023 (the "Proxy Statement"), in connection with its
special meeting of stockholders to be held on June 22, 2023, CFAC Holdings IV,
LLC, the sponsor of the Company, or a designee, will indemnify the Company for
any reduction in the amount in the trust account as a result of any excise tax
liabilities to the extent of such reduction that would otherwise be paid to any
public stockholder exercising its rights with respect to any future redemption
opportunities that are provided prior to or in connection with a Business
Combination or in respect of a liquidation of the Company. Additionally, if the
Extension is implemented, the Company plans to continue 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.
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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 May 23,
2023, mailed the Proxy Statement and other relevant documents to its
stockholders as of the May 1, 2023 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.
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 June 7, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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