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 6, 2020

 

Monocle Acquisition Corporation
(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of incorporation) 		001-38801
(Commission File Number) 		83-1751907
(I.R.S. Employer Identification No.)

  

750 Lexington Avenue, Suite 1501

New York, NY

(Address of principal executive offices) 

10022

(Zip Code) 

 

(212) 446-6981
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

  

Check the appropriate box below if the Form 8-K 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 Common Stock and one redeemable Warrant   MNCLU   The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share   MNCL   The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50   MNCLW   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  x

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On November 6, 2020, Monocle Acquisition Corporation (the “Company”) held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional three months, from November 11, 2020 to February 11, 2021. The affirmative vote of at least sixty-five percent (65%) of the outstanding shares of the Company’s common stock (“Common Stock”) entitled to vote at the Meeting as of September 28, 2020 was required to approve the Charter Amendment. The purpose of the Charter Amendment is to allow the Company more time to complete its initial business combination. 16,160,761 shares of Common Stock were redeemed in connection with the Extension.

 

Set forth below are the final voting results for the Charter Amendment proposal:

 

Charter Amendment

 

The Charter Amendment was approved. The voting results of the shares of Common Stock were as follows:

 

For     Against     Abstain  
  15,334,052       2,381,537       0  

 

Following the Meeting, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.   Description
3.1   Amendment to the Amended and Restated Certificate of Incorporation of Monocle Acquisition Corporation, dated November 6, 2020

 

 

 

 

 

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.

 

  MONOCLE ACQUISITION CORPORATION
     
     
  By:   /s/ Eric J. Zahler
    Name: Eric J. Zahler
    Title: President and Chief Executive Officer

  

Date: November 6, 2020

 

 

 

 

Exhibit 3.1

 

AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
Monocle Acquisition Corporation

 

November 6, 2020

 

Monocle Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

 

1.                   The name of the Corporation is “Monocle Acquisition Corporation”. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 20, 2018. The Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on February 6, 2019.

 

2.                   This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate.

 

3.                   This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and the holders of at least sixty-five percent (65%) of the outstanding shares of the common stock of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

4.                   The text of Section 9.2(d) is hereby amended and restated to read in full as follows:

 

(d) In the event that the Corporation has not consummated an initial Business Combination by February 11, 2021 (the “Termination Date”), the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of 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 (which shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

 

IN WITNESS WHEREOF, Monocle Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.

 

  Monocle Acquisition Corporation
   
     
  By:  /s/ Eric J. Zahler
    Name: Eric J. Zahler
    Title:   President and Chief Executive Officer