Item 1.01 Entry into a Material Definitive Agreement.
On December 14, 2022, upon the stockholders' approval of the Trust Amendment
Proposal (as defined below), JOFF Fintech Acquisition Corp. (the "Company")
entered into an amendment (the "Trust Amendment") to the Investment Management
Trust Agreement, dated February 4, 2021 (the "Trust Agreement"), by and between
the Company and Continental Stock Transfer & Trust Company, as trustee
("Continental"), (i) to change the date on which Continental must commence
liquidation of the trust account (the "Trust Account") established in connection
with the Company's initial public offering (the "IPO") to the Amended
Termination Date (as defined below) and (ii) to permit the Company, upon written
request, to withdraw from the Trust Account and distribute to the Company, from
the interest earned on the funds held in the Trust Account and not previously
released to the Company, sixty percent (60%) of the cash tax savings (such 60%
share, the "Shared Cash Savings Amount"), which funds shall be used by the
Company to pay its costs of liquidation and wind-up (which exceed the $100,000
of liquidation expenses which the Company is entitled under the current Trust
Agreement to withdraw from the Trust Account) and to repay and/or settle all or
part of its unpaid liabilities.
A copy of the Trust Amendment is attached as Exhibit 10.1 to this Current Report
on Form 8-K, which is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The Company has (i) notified the Nasdaq Stock Market LLC ("Nasdaq") of the
anticipated redemption (the "Redemption") of 100% of the shares of Class A
common stock, par value $0.0001 per share, of the Company (the "Class A Common
Stock"), included as part of the units sold in the IPO, whether such shares were
purchased in the IPO or in the secondary market following the IPO (including
shares sold pursuant to the underwriters' overallotment option, collectively,
the "Public Shares") in connection with the Company's implementation of the
Charter Amendment and Trust Amendment; and (ii) requested that Nasdaq
(A) suspend trading of the Company's shares of Class A Common Stock, redeemable
warrants to purchase shares of Class A Common Stock (the "Redeemable Warrants")
and units, each consisting of one Public Share and one-third of one Redeemable
Warrant (the units, together with the Class A Common Stock and the Redeemable
Warrants, the "Securities") effective after the closing of trading on December
14, 2022, and (B) file with the Securities and Exchange Commission (the "SEC") a
Form 25 Notification of Removal from Listing and/or Registration ("Form 25") to
delist and deregister the Securities under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the
Securities will be suspended from trading on Nasdaq on December 14, 2022.
The Company expects that Nasdaq will file Form 25 with the SEC on or around
December 14, 2022. Following that, the Company intends to file a Form 15
Certification and Notice of Termination of Registration with the SEC, requesting
that the Company's reporting obligations under Sections 13 and 15(d) of the
Exchange Act be terminated with respect to the Securities.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Items 1.01 and 5.03 of this Current Report on Form
8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On December 14, 2022, stockholders of the Company approved an amendment (the
"Charter Amendment") to the Amended and Restated Certificate of Incorporation of
the Company (the "Charter") to, among other things: (i) amend the date by which
the Company must cease all operations except for the purpose of winding up if it
fails to complete a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more
businesses (a "Business Combination") from February 9, 2023 (the "Original
Termination Date") to the later of (x) December 14, 2022 or (y) the date of
effectiveness of the Charter Amendment (the "Amended Termination Date") and (ii)
implement the Trust Amendment. The Company filed the Charter Amendment with the
Secretary of State of the State of Delaware on December 14, 2022.
A copy of the Charter Amendment is filed herewith as Exhibit 3.1 and is
incorporated herein by reference.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company's special meeting of stockholders held on December 14, 2022 (the
"Special Meeting"), the following proposals were considered and acted upon by
the stockholders of the Company: (a) a proposal to approve the Charter Amendment
(the "Charter Amendment Proposal"); (b) a proposal to approve the Trust
Amendment to change the date on which Continental must commence liquidation of
the Trust Account to the Amended Termination Date and to permit the Company to
withdraw from the Trust Account and distribute to the Company the Shared Cash
Savings Amount (the "Trust Amendment Proposal"); and (c) a proposal to approve
the adjournment of the Special Meeting from time to time to solicit additional
proxies in favor of the Charter Amendment Proposal and/or the Trust Amendment
Proposal or if otherwise determined by the chairperson of the Special Meeting to
be necessary or appropriate (the "Adjournment Proposal"). The number of votes
cast for or against, as well as the number of abstentions as to each proposal,
are set forth below.
1. Charter Amendment Proposal
Votes For Votes Against Abstentions
38,789,144 421,974 0
Accordingly, the Charter Amendment Proposal was approved.
2. Trust Amendment Proposal
Votes For Votes Against Abstentions
38,786,044 425,074 0
Accordingly, the Trust Amendment Proposal was approved.
As there were sufficient votes at the time of the Special Meeting to approve
each of the above proposals, the Adjournment Proposal, which had been previously
voted on by proxy, was not presented to stockholders at the Special Meeting.
Item 8.01 Other Events.
In connection with the Company's implementation of the Charter Amendment, the
Trust Amendment, and the Redemption, the Public Shares will be redeemed at a
per-share price, payable in cash, equal to the quotient obtained by dividing (A)
the aggregate amount then on deposit in the Trust Account, including interest
(net of the withdrawal of interest to (i) pay taxes (including franchise taxes),
(ii) the Shared Cash Savings Amount and (iii) up to $100,000 of such net
interest to pay dissolution expenses) (the "Redemption Amount"), by (B) the
total number of then outstanding Public Shares. The Redemption will completely
extinguish rights of the holders of Public Shares (including the right to
receive further liquidating distributions, if any). There will be no redemption
rights or liquidating distributions with respect to the Redeemable Warrants,
which will expire worthless upon the liquidation of the Company.
As of the close of business on December 14, 2022, the Public Shares will be
deemed cancelled and will represent only the right to receive the Redemption
Amount.
In connection with the foregoing matters described in this Current Report on
Form 8-K, on December 14, 2022, the Company issued a press release, a copy of
which is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation
10.1 Amendment to the Investment Management Trust Agreement, dated as of
December 14, 2022
99.1 Press Release dated December 14, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
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JOFF FINTECH ACQUISITION CORP. 
