Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
(a) to amend (the "Extension Amendment") the Company's amended and restated
certificate of incorporation (the "charter") to extend the date (the "completion
window", and any extensions of that date pursuant to the Extension Amendment
Proposal, an "Extension") by which the Company has to consummate a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses (a "business
combination") from
(b) to elect
(c) to amend (the "Founder Share Amendment") the charter to provide holders of
Class B common stock, par value
(d) to amend (the "Redemption Limitation Amendment") the charter to delete the
limitation that the Company shall not redeem public shares that would cause the
Company's net tangible assets to be less than
(e) to amend (the "Liquidation Amendment") the charter to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date than the Extended Date (including prior to the Current Outside Date or an Additional Charter Extension Date, as applicable) as determined by our Board and included in a public announcement (the "Liquidation Amendment Proposal"); and
(f) to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Liquidation Amendment Proposal (the "Adjournment Proposal").
The foregoing description of the Charter Amendment is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. To approve and adopt the Extension Amendment.
Votes For Votes Against Abstentions Broker Non-Votes 33,616,925 1,132,240 0 N/A
2. To elect
directors on the Board until the 2024 annual meeting of stockholders or until his successor is elected and qualified. Nominee Votes For Votes Withheld Broker Non-Votes Neil Goldberg 28,351,387 6,397,778 N/A Richard Katzman 30,231,321 4,517,844 N/A Steven Berns 30,231,321 4,517,844 N/A
3. To approve and adopt the Founder Share Amendment.
Votes For Votes Against Abstentions Broker Non-Votes 33,762,214 108,093 878,858 N/A
4. To approve and adopt the Redemption Limitation Amendment.
Votes For Votes Against Abstentions Broker Non-Votes 33,762,214 108,093 878,858 N/A
5. To approve and adopt the Liquidation Amendment.
Votes For Votes Against Abstentions Broker Non-Votes 33,764,466 984,699 0 N/A
6. To approve the adjournment of the Special Meeting to a later date or dates, if
necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Liquidation Amendment Proposal. Votes For Votes Against Abstentions Broker Non-Votes 33,747,360 122,947 878,858 N/A
Although this proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
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Item 7.01 Regulation FD Disclosure.
In connection with the proposals approved at the Special Meeting, 81.07% of the
Company's public shares were redeemed. As a result, approximately
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amendment to Amended and Restated Certificate of Incorporation ofForum Merger IV Corporation 99.1 Press Release, datedMarch 9, 2023 104 Cover Page Interactive Data File (formatted as Inline XBRL) 3
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