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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): July 12, 2023 (June 22, 2023)
FORUM MERGER IV CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40230 |
|
86-1556509 |
(State
or other jurisdiction |
|
(Commission
File Number) |
|
(IRS
Employer |
of
incorporation) |
|
|
|
Identification
No.) |
1615 South Congress Avenue, Suite 103
Delray
Beach, Florida 33445
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 739-7860
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-fourth of one redeemable warrant |
|
FMIVU |
|
The
Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
|
FMIV |
|
The
Nasdaq Stock Market LLC |
Warrants,each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
FMIVW |
|
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
7.01. Regulation FD Disclosure.
As
previously announced, on June 22, 2023, the board of directors of Forum Merger IV Corporation (the “Company”) determined
to redeem all of the Company’s outstanding shares of Class A common stock (the “Public Shares”), effective as
of June 22, 2023, because the Company will not be able to consummate an initial business combination within the time period required
by its amended and restated certificate of incorporation.
The
Company issued a press release announcing that as of the close of business on June 22, 2023, the Public Shares were deemed cancelled
and represented only the rights to receive the per-share redemption price of approximately $10.37 (after taking into account the removal
of a portion of the accrued interest in the trust account to pay taxes and $100,000 for dissolution expenses).
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Cautionary
Note Regarding Forward-Looking Statements
Certain
information contained in this Current Report on Form 8-K may be deemed to constitute forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements
of historical fact are forward-looking statements, including, without limitation, the redemption of the Company’s Public Shares
and the per-share redemption price. Words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend” and similar expressions identify forward-looking statements. Such forward-looking statements are based on the beliefs
of 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 us or persons acting on our 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 latest Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q 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.
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.
|
FORUM
MERGER IV CORPORATION |
|
|
|
Dated:
July 12, 2023 |
By: |
/s/
David Boris |
|
|
Name:
|
David
Boris |
|
|
Title:
|
Co-Chief
Executive Officer and
Chief Financial Officer |
2
Exhibit 99.1
Forum Merger IV Corporation Announces Per-Share
Redemption Price of Shares
New York, NY, July 12, 2023 (GLOBE NEWSWIRE)
-- As previously announced, on June 22, 2023, the board of directors (the “Board”) of Forum Merger IV Corporation
(Nasdaq: FMIV) (the “Company”) determined to redeem all of the Company’s outstanding shares of Class A common
stock (the “Public Shares”), effective as of June 22, 2023, because the Company will not consummate an initial business
combination within the time period required by its amended and restated certificate of incorporation.
The Company today announced
that as of the close of business on June 22, 2023, the Public Shares were deemed cancelled and represented only the rights to receive
the per-share redemption price of approximately $10.37 (after taking into account the removal of a portion of the accrued interest in
the trust account to pay taxes and $100,000 for dissolution expenses).
In order to provide for the disbursement of funds
from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the trust
account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of
the Public Shares. Record holders may redeem their shares for their pro rata portion of the proceeds of the trust account upon presentation
of their respective shares or unit certificates or other delivery of their shares or units to Continental Stock Transfer & Trust Company,
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 of the Public Shares is expected to be completed within ten business
days after July 7, 2023.
There will be no redemption rights or liquidating
distributions with respect to the Company’s warrants. The Company’s initial shareholders have waived their redemption rights
with respect to the outstanding shares of Class B common stock issued prior to the Company’s initial public offering.
The Company expects that Nasdaq will file a Form
25 with the United States Securities and Exchange Commission (the “SEC”) to delist its securities. The Company thereafter
expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
About Forum Merger IV Corporation
Forum Merger IV Corporation is a blank check company
incorporated in Delaware on January 15, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. The Company is not limited
to a particular industry or sector for purposes of consummating a business combination. The Company is an early stage and emerging growth
company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
Forward-Looking Statements
This press release 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, including, without limitation, the redemption of the Public Shares and the per-share redemption
price. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of 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 us or
persons acting on our 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 latest
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q 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.
Contact:
David Boris
(212) 739-7860
david@forummerger.com
www.forummerger.com
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