Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2022, in connection with its special meeting of stockholders held on
June 16, 2022 (the "Special Meeting"), Ventoux CCM Acquisition Corp. (the
"Company") and Continental Stock Transfer & Trust Company (the "Trustee")
entered into Amendment No. 1 to the Investment Management Trust Agreement (the
"Trust Amendment"), which amends the Investment Management Trust Agreement
entered into by the Company and the Trustee on December 23, 2020 (the "Trust
Agreement"), to (i) extend the date on which the Trustee must liquidate the
trust account established in connection with the Company's initial public
offering that was consummated on December 30, 2020 (the "IPO") if the Company
has not completed its initial business combination from June 30, 2022 to
September 30, 2022, and (ii) allow the Company, without another stockholder
vote, to elect to extend such date by an additional three months, from September
30, 2022 to December 30, 2022. The foregoing description of the Trust Amendment
does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Trust Amendment, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Special Meeting of Stockholders
On June 16, 2022, the Company held the Special Meeting, at which holders of
15,921,915 shares of common stock were present virtually or by proxy,
representing 73.84% of the voting power of the 21,562,500 shares of the
Company's issued and outstanding shares of common stock entitled to vote at the
Special Meeting at the close of business on April 27, 2022, which was the record
date (the "Record Date") for the Special Meeting (stockholders of record as of
the close of business on the Record Date are referred to herein as
"Stockholders"). A summary of the voting results at the Special Meeting for each
of the proposals is set forth below.
Proposal 1
The Stockholders approved the proposal to amend the Company's amended and
restated certificate of incorporation to (i) extend the date by which the
Company has to consummate a business combination for three months, from June 30,
2022 to September 30, 2022 and (ii) allow the Company, without another
stockholder vote, to elect to extend the date to consummate a business
combination for an additional three months after June 30, 2022, from September
30, 2022 to December 30, 2022 (the "Charter Amendment Proposal") The voting
results for such proposal were as follows:
For Against Abstain Broker Non-Votes
15,895,333 24,227 2,355 N/A
On the date hereof, to effectuate the approval of the Charter Amendment
Proposal, the Company filed with the Secretary of State of the State of Delaware
the Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Company, a copy of which is attached hereto as Exhibit 3.1
and incorporated herein by reference.
Proposal 2
The Stockholders approved the proposal to amend the Trust Agreement (the "Trust
Amendment") to extend the date on which the Trustee must liquidate the trust
account established in connection with the IPO if the Company has not completed
its initial business combination from June 30, 2022 to September 30, 2022, or
until December 30, 2022 if the Company elects to extend by an additional three
months pursuant to the Amendment to the Amended and Restated Certificate of
Incorporation (the "Trust Amendment Proposal"). The voting results for such
proposal were as follows:
For Against Abstain Broker Non-Votes
15,894,083 25,227 2,605 N/A
The information included in Item 1.01 is incorporated by reference in this item
to the extent required herein.
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Proposal 3
The Stockholders approved the proposal to adjourn the Special Meeting to a later
date or dates, if necessary or appropriate, to permit further solicitation and
vote of proxies if, based upon the tabulated vote at the time of the Special
Meeting, there are not sufficient votes to approve the Charter Amendment
Proposal and/or the Trust Amendment Proposal. The voting results for such
proposal were as follows:
For Against Abstain Broker Non-Votes
15,891,821 28,364 1,730 N/A
Item 7.01. Regulation FD Disclosure
In connection with the Special Meeting, stockholders holding 15,994,982 shares
of common stock elected to and tendered their stock for redemption. In
connection thereto, the Company will pay to redeeming shareholders approximately
$10.20 per share, or $163,148,816.40 in the aggregate. Following the redemption,
the Company will have 5,567,518 shares of common stock outstanding, which
consists of 1,255,018 shares sold in the Company's IPO and 4,312,500 privately
placed founder shares. Following the redemption, the Company will have
approximately $12.8 million held in its trust account for the benefit of
non-redeeming public shareholders.
The information in this Item 7.01 is furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
("Exchange Act"), or otherwise subject to the liabilities of that section, and
shall not be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filings. This Current Report on Form 8-K
will not be deemed an admission as to the materiality of any information of the
information contained in this Item 7.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation
10.1 Amendment No. 1 to the Investment Management Trust Agreement, dated
as of June 16, 2022, between the Company and Continental Stock
Transfer & Trust Company, as trustee
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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