CFIVU CF Acquisition Corporation IV

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 28, 2023 (November 21, 2023)

 

CF ACQUISITION CORP. IV

(Exact name of registrant as specified in its charter)

 

Delaware		001-39824		85-1042073
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

110 East 59^th Street

New York, New York 10022

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 938-5000

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant		CFIVU		The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share		CFIV		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		CFIVW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01 Other Events.

 

As previously reported, on June 22, 2023, the stockholders of CF Acquisition Corp. IV (the “Company”) approved the second amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended and currently in effect, the “Charter”) to extend the deadline by which the Company must complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”) from June 28, 2023 to March 28, 2024 (or such earlier date as determined by the Company’s board of directors (the “Board”)) (the “Extension” and such date, the “Extended Date”). In connection with the Extension, the Company agreed to deposit $150,000 into its trust account (the “Trust Account”) for each month of the Extension utilized by the Company.

 

On November 21, 2023, the Board determined that the Company would be unlikely to consummate a Business Combination by the Extended Date. Accordingly, the Company will not make the next $150,000 monthly installment due by November 28, 2023 to the Trust Account and instead the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, redeem the shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that were included in the units issued in the Company’s initial public offering (the “Public Shares”) at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of outstanding Public Shares, which redemption will completely extinguish rights of the holders of the Public Shares as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law (the “Redemption”), and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of the Company’s remaining stockholders, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

The Company’s sponsor has previously agreed to waive its redemption rights with respect to monies held in the Trust Account with respect to its shares of Class A Common Stock and its shares of the Company’s Class B common stock, par value $0.0001 per share. 

 

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed Continental Stock Transfer & Trust Company (“Continental”), as its trustee, to take all necessary actions to effect the Redemption. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the Public Shares. The Company expects to redeem all of the outstanding Public Shares for an estimated redemption price of approximately $10.57 per share (the “Redemption Amount”). All other costs and expenses associated with implementing the dissolution will be funded from proceeds held outside of the Trust Account. Record holders of Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out by December 8, 2023.

 

The Company expects that the Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities after the last day of trading on December 7, 2023. The Company thereafter intends to file a Form 15 with the Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

 

On November 28, 2023, the Company issued a press release announcing the Redemption, dissolution and liquidation. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

  

Exhibit No.		Description
99.1		Press Release, dated November 28, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 28, 2023

 

	CF ACQUISITION CORP. IV
	By:	/s/ Howard W. Lutnick
	Name:	Howard W. Lutnick
	Title:	Chief Executive Officer

 

 

2

Exhibit 99.1

 

CF Acquisition Corp. IV Announces its Intention to Liquidate

 

New York, New York, November 28, 2023 — CF Acquisition Corp. IV (NASDAQ: CFIV) (“CF IV”), a publicly traded special purpose acquisition company, today announced that its board of directors (the “Board”) has determined to redeem all of its outstanding shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), sold in its initial public offering (the “public shares”) because CF IV is unlikely to be able to complete an initial business combination by the deadline under its Amended and Restated Certificate of Incorporation, as amended.

 

Accordingly, CF IV will not make the next $150,000 monthly installment due by November 28, 2023 to its trust account in connection with the extension of its time to consummate an initial business combination previously approved by its stockholders in June 2023 and instead CF IV will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, redeem the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in its trust account, including interest earned on the funds held in the trust account and not released to CF IV to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of outstanding public shares, which redemption will completely extinguish rights of the holders of the public shares as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law (the “Redemption”), and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of CF IV’s remaining stockholders, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to CF IV’s warrants, which will expire worthless.

 

CF IV’s sponsor has previously agreed to waive its redemption rights with respect to monies held in the trust account with respect to its shares of Class A common stock and Class B common stock, par value $0.0001 per share, of CF IV. 

 

In order to provide for the disbursement of funds from its trust account, CF IV has instructed Continental Stock Transfer & Trust Company (“Continental”), as its trustee, to take all necessary actions to effect the Redemption. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the public shares. CF IV expects to redeem all of the outstanding public shares for an estimated redemption price of approximately $10.57 per share (the “Redemption Amount”). All other costs and expenses associated with implementing the dissolution will be funded from proceeds held outside of the Trust Account. Record holders of public shares will receive their pro rata portion of the proceeds of the trust account by delivering their public shares to Continental, CF IV’s transfer agent. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out by December 8, 2023.

 

CF IV expects that the Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its securities after the last day of trading on December 7, 2023. CF IV thereafter intends to file a Form 15 with the Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

 

Forward-Looking Statements

 

This press release, and oral statements made from time to time by representatives of CF IV, 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 CF IV or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of CF IV’s management, as well as assumptions made by, and information currently available to, CF IV’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in CF IV’s filings with the Commission. All subsequent written or oral forward-looking statements attributable to CF IV 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 CF IV, including those set forth in the Risk Factors section of CF IV’s registration statement and prospectus for its initial public offering, its annual reports on Form 10-K and its quarterly reports on Form 10-Q each filed with the Commission. CF IV undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Media Contact:

 

Jason Angrisani

Jason.Angrisani@cantor.com

+1 212-915-1224

 

 

 

v3.23.3

Cover	Nov. 21, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 21, 2023
Entity File Number	001-39824
Entity Registrant Name	CF ACQUISITION CORP. IV
Entity Central Index Key	0001825249
Entity Tax Identification Number	85-1042073
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	110 East 59th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	938-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	CFIVU
Security Exchange Name	NASDAQ
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	CFIV
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	CFIVW
Security Exchange Name	NASDAQ

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