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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): March 7, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 8, 2023, Forum Merger IV Corporation (the “Company”) filed with the Secretary of State of the State of Delaware an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation. The Company’s stockholders approved the Charter Amendment at a special meeting of stockholders of the Company (the “Special Meeting”) on March 7, 2023. At the Special Meeting, the Company’s stockholders approved the following proposals:

 

(a) to amend (the “Extension Amendment”) the Company’s amended and restated certificate of incorporation (the “charter”) to extend the date (the “completion window”, and any extensions of that date pursuant to the Extension Amendment Proposal, an “Extension”) by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “business combination”) from March 22, 2023 (such date, the “Current Outside Date”) to April 22, 2023 or such earlier date as determined by the Company’s board of directors (the “Board”), and such later date, the “Extended Date,” and to allow the Company, without another stockholder vote, to elect to extend the completion window to consummate a business combination on a monthly basis up to seven times by an additional one month each time after the Extended Date, by resolution of the Board, if requested by Forum Investors IV LLC, a Delaware limited liability company, and upon five days’ advance notice prior to the applicable completion window, until November 22, 2023 (each, an “Additional Charter Extension Date”) or a total of up to eight months after the Current Outside Date, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”);

 

(b) to elect Neil Goldberg, Richard Katzman and Steven Berns to serve as Class I directors on the Board until the 2024 annual meeting of stockholders or until his successor is elected and qualified (the “Director Election Proposal”);

 

(c) to amend (the “Founder Share Amendment”) the charter to provide holders of Class B common stock, par value $0.0001 per share of the Company (“founder shares” or “Class B Common Stock” and, collectively with the Class A Common Stock, the “common stock”) the right to convert any and all their Class B Common Stock into Class A common stock, par value $0.0001 per share of the Company (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”);

 

(d) to amend (the “Redemption Limitation Amendment”) the charter to delete the limitation that the Company shall not redeem public shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the “Redemption Limitation Amendment Proposal”);

 

(e) to amend (the “Liquidation Amendment”) the charter to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date (including prior to the Current Outside Date or an Additional Charter Extension Date, as applicable) as determined by our Board and included in a public announcement (the “Liquidation Amendment Proposal”); and

 

(f) to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Liquidation Amendment Proposal (the “Adjournment Proposal”).

 

The foregoing description of the Charter Amendment is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

1

 

 

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

 

On March 7, 2023, at the Special Meeting, a total of 34,749,165 (or 80.81%) of the Company’s issued and outstanding shares of Class A Common Stock and Class B Common Stock held of record as of February 3, 2023, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.

 

1.To approve and adopt the Extension Amendment.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
33,616,925   1,132,240   0   N/A

 

2.To elect Neil Goldberg, Richard Katzman and Steven Berns to serve as Class I directors on the Board until the 2024 annual meeting of stockholders or until his successor is elected and qualified.

 

Nominee

  Votes For   Votes Withheld   Broker Non-Votes
Neil Goldberg   28,351,387   6,397,778   N/A
Richard Katzman   30,231,321   4,517,844   N/A
Steven Berns   30,231,321   4,517,844   N/A

 

3.To approve and adopt the Founder Share Amendment.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
33,762,214   108,093   878,858   N/A

 

4.To approve and adopt the Redemption Limitation Amendment.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
33,762,214   108,093   878,858   N/A

 

5.To approve and adopt the Liquidation Amendment.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
33,764,466   984,699   0   N/A

 

6.To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Liquidation Amendment Proposal.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
33,747,360   122,947   878,858   N/A

 

Although this proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

 

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Item 7.01 Regulation FD Disclosure.

 

In connection with the proposals approved at the Special Meeting, 81.07% of the Company’s public shares were redeemed. As a result, approximately $64,602,773.10 remains in the trust account.

 

On March 9, 2023 the Company issued a press release announcing that the Charter Amendment was approved at the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto 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, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Amendment to Amended and Restated Certificate of Incorporation of Forum Merger IV Corporation
99.1   Press Release, dated March 9, 2023
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

3

 

 

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: March 9, 2023 By: /s/ David Boris
    Name:   David Boris
    Title: Co-Chief Executive Officer and
Chief Financial Officer

 

 

4

 

 

 

 

Exhibit 3.1

 

AMENDMENT
TO THE

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF

FORUM MERGER IV CORPORATION

 

March 8, 2023

 

The undersigned, being a duly authorized officer of Forum Merger IV Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

 

1.The name of the Corporation is “Forum Merger IV Corporation”.

 

2.The Corporation’s original certificate of incorporation was filed with the Secretary of State of the State of Delaware on January 15, 2021 (the “Original Certificate”). An amended and restated certificate of incorporation (as amended, the “Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on March 17, 2021.

 

3.This Amendment to the Amended and Restated Certificate (this “Amendment”) amends the Amended and Restated Certificate.

 

4.

This Amendment was duly adopted by the affirmative vote of the holders of at least 65% of the outstanding shares of common stock entitled to vote at a meeting of stockholders in accordance with ARTICLE IX of the Amended and Restated Certificate and the provisions of Section 242 of the DGCL.

 

5.This Amendment shall become effective on the date of filing with the Secretary of State of the State of Delaware.

 

6.The text of Section 4.3(b)(i) of the Amended and Restated Certificate is hereby amended and restated to read in full as follows:

 

“Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one- for-one basis (the “Initial Conversion Ratio”) (A) at any time at the election of holder of such shares of Class B Common Stock and (B) automatically on the closing of the Business Combination.”

 

7.The text of Section 9.1(b) of the Amended and Restated Certificate is hereby amended and restated to read in full as follows:

 

“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission on February 17, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) not previously properly redeemed in accordance with clause (iii) below if the Corporation is unable to complete its initial Business Combination by April 22, 2023 (the “completion window”) (or up to November 22, 2023, if applicable in accordance with this Section 9.1(b)) or such earlier date as determined by the Board, in its sole discretion, and included in a public announcement) (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open) (the “Deadline”) and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of the Amended and Restated Certificate relating to stockholders’ rights or pre- initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.” In the event that the Corporation has not consummated an initial Business Combination by the completion window, the Board may, without another stockholder vote, elect to extend the period of time to consummate a Business Combination on a monthly basis for up to seven times by an additional one month each time after April 22, 2023, by resolution of the Board if requested by Forum Investors IV LLC (the “Sponsor”), and upon five days’ advance notice prior to the applicable completion window, until November 22, 2023, provided that the Corporation will contribute funds from its working capital account, or if such working capital account is depleted, then the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) will lend the Corporation, and the Corporation will deposit into the Trust Account, for each extension, the lesser of (a) $175,000 or (b) $0.05 for each Offering Share then outstanding, at the beginning of each month, for an aggregate deposit of up to the lesser of (a) $1,225,000 or (b) $0.05 for each Offering Share then outstanding (if all extensions are exercised).”

 

 

 

 

8.The text of Section 9.2(a) of the Amended and Restated Certificate is hereby deleted in its entirety:

 

“; provided, however, that the Corporation shall not redeem Offering Shares in an amount that would cause the Corporation to have net tangible assets to be less than $5,000,001 (such limitation hereinafter called the “Redemption Limitation”).”

 

9.The text of Section 9.2(d) of the Amended and Restated Certificate 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 the completion window (or up to November 22, 2023, if applicable in accordance with Section 9.1(b) above) or such earlier date as determined by the Board, 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 not previously released to the Corporation to pay its franchise and income taxes (less up to $100,000 of such net interest 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.”

 

10.The text of Section 9.2(e) of the Amended and Restated Certificate is hereby amended and restated to read in full as follows:

 

“(e) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination.”

 

11.The text of Section 9.2(f) of the Amended and Restated Certificate is hereby deleted in its entirety:

 

“(f) If the Corporation conducts a tender offer pursuant to Section 9.2(b), the Corporation shall consummate the proposed initial Business Combination only if the Redemption Limitation is not exceeded.”

 

12.The text of Section 9.7 of the Amended and Restated Certificate is hereby amended and restated to read in full as follows:

 

Additional Redemption Rights. If, in accordance with Section 9.1(a) hereof, any amendment is made to this Amended and Restated Certificate (a) to modify the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by the completion window (or up to November 22, 2023, if applicable in accordance with Section 9.1(b) above) or such earlier date as determined by the Board or (b) with respect to any other material provisions of this Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares.”

 

2

 

 

IN WITNESS WHEREOF, Forum Merger IV Corporation has caused this Amendment to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.

 

  FORUM MERGER IV CORPORATION
     
  By: /s/ David Boris
  Name: David Boris
  Title: Co-Chief Executive Officer and Chief Financial Officer

 

 

3

 

 

Exhibit 99.1

 

Forum Merger IV Corporation Announces Extension of Date to Complete a Business Combination

 

Delray Beach, FL, March 09, 2023 (GLOBE NEWSWIRE) -- Forum Merger IV Corporation (Nasdaq: FMIV) (the “Company”) today announced that its stockholders approved an extension of the date by which it must consummate a business combination from March 22, 2023 to April 22, 2023 and to allow the Company, without another stockholder vote, to elect to extend the date by which it has to consummate a business combination on a monthly basis up to seven times by an additional one month each. In connection with the extension, 81.07% of the Company’s public shares were redeemed by stockholders.

 

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, and oral statements made from time to time by representatives of the Company 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. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other 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 the Company or the Company’s 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 United States Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s 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 registration statement and prospectus for the Company’s initial public offering 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