Item 8.01. Other Events.
Press Release
On February 14, 2023, Forum Merger IV Corporation ("FMIV" or the "Company")
issued a press release announcing that its board of directors has elected to
extend the date by which FMIV has to consummate a business combination from
March 22, 2023 up to an additional eight months to November 22, 2023 (the
"Extension", and such later date after March 22, 2023, the "Extended Date"), as
permitted under FMIV's amended and restated certificate of incorporation (the
"charter"). In connection with the Extension, the Company filed a definitive
proxy statement (the "Definitive Proxy Statement") for the solicitation of
proxies in connection with a special meeting of the Company's stockholders to be
held on March 7, 2023 (the "Special Meeting") to consider and vote on, among
other proposals, to amend the charter to allow for the Extension.
FMIV has determined to clarify in the Definitive Proxy Statement that funds in
trust, including any interest thereon, will not be used, now or in the future,
to pay for any excise tax imposed under the Inflation Reduction Act of 2022.
In connection with the Extension, FMIV announced that it intends to deposit the
lesser of $175,000 or $0.05 for each public share then outstanding, which the
Company shall deposit into the trust account at the beginning of each month, as
more fully described in the Definitive Proxy Statement.
The Extension will provide FMIV with additional time to complete a business
combination. The Company also disclosed that it had entered into a letter of
intent with a target (the "LOI Target") that is non-binding with respect to all
its material terms, except with respect to provisions regarding a limited period
of exclusivity. The LOI Target is a profitable and growing company in the online
gaming industry, providing its customers with an expansive portfolio of digital
gaming products and services. Subject to completion of its related audit, for
the calendar year ended December 31, 2022, the LOI Target expects adjusted
revenue in excess of $300 million and expects adjusted EBITDA margins of
approximately 30%. The LOI Target also expects strong free cash flow conversion
for fiscal year 2023 substantially in excess of 2022 levels. The execution and
negotiation of a definitive business combination agreement is subject to several
conditions, including the completion of due diligence, securing certain
concurrent financing and negotiation and preparation of related definitive
documentation. The Company cannot assure stockholders that it will be able to
enter into a definitive business combination agreement with the LOI Target on
terms acceptable to the Company or the LOI Target prior to the Extended Date. In
the event the Company and the LOI Target enter into a business combination
agreement and related definitive documents, the Company can also not provide any
assurance that the business combination agreement will be consummated prior to
the Extended Date.
In connection with the Extension, FMIV has determined to clarify in the
Definitive Proxy Statement that the redemption deadline is on March 3, 2023,
which is two business days prior to the vote at the Special Meeting on March 7,
2023.
There can be no assurance that the Company's stockholders will approve the
proposal for the Extension and the other proposals included the Definitive Proxy
Statement at the Special Meeting, and if such approvals are not obtained the
Company will redeem the public shares pursuant to the terms the charter and the
Company's trust agreement.
Accordingly, the Company has determined to amend and supplement the Definitive
Proxy Statement as described in this Current Report on Form 8-K.
A copy of the press release issued by the Company is attached as Exhibit 99.1
and is incorporated by reference into this Item 8.01.
Supplement to the Definitive Proxy Statement
On February 10, 2023, the Company filed the Definitive Proxy Statement to
consider and vote on, among other proposals, the Extension.
The Company has determined to clarify in the Definitive Proxy Statement that
funds in trust, including any interest thereon, will not be used, now or in the
future, to pay for any excise tax imposed under the Inflation Reduction Act of
2022. In connection with the Extension, the Company has also determined to
clarify in the Definitive Proxy Statement that the redemption deadline is on
March 3, 2023, which is two business days prior to the vote at the Special
Meeting on March 7, 2023. Accordingly, the Company has determined to amend and
supplement the Definitive Proxy Statement as described herein.
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AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
The Company is providing additional information to its stockholders, as
described in this supplement to the Definitive Proxy Statement filed with the
United States Securities and Exchange Commission on February 10, 2023, in
connection with the Special Meeting to be held on March 7, 2023. These
disclosures should be read in connection with the Definitive Proxy Statement,
which should be read in its entirety. To the extent that the information set
forth herein differs from or updates information contained in the Definitive
Proxy Statement, the information set forth herein shall supersede or supplement
the information in the Definitive Proxy Statement. Defined terms used but not
defined herein have the meanings set forth in the Definitive Proxy Statement and
all page references are to pages in the Definitive Proxy Statement. The Company
makes the following amended and supplemental disclosures:
Certain disclosure in the Letter to Stockholders and Notice of Special Meeting
and on pages 11 and 36 of the Definitive Proxy Statement is hereby amended and
restated to read as follows:
Pursuant to the charter, a public stockholder may request that the Company
redeem all or a portion of such public stockholder's public shares for cash if
the Extension Amendment Proposal, the Founder Share Amendment Proposal, the
Redemption Limitation Amendment Proposal and the Liquidation Amendment Proposal
are approved. You will be entitled to receive cash for any public shares to be
redeemed only if you:
(i) (a) hold public shares or (b) hold public shares through units and you elect
to separate your units into the underlying public shares and public warrants
prior to exercising your redemption rights with respect to the public shares;
and
(ii) prior to 10:00 a.m., Eastern Time, on March 35, 2023 (two business days
prior to the vote at the special meeting), (a) submit a written request to
Continental Stock Transfer & Trust Company, the Company's transfer agent
(the "transfer agent"), that the Company redeem your public shares for cash
and (b) deliver your public shares to the transfer agent, physically or
electronically through The Depository Trust Company ("DTC").
Certain disclosure on page 12 of the Definitive Proxy Statement is hereby
amended and restated to read as follows:
If you are a holder of public shares and you intend to seek redemption of your
shares, you will need to deliver your public shares (either physically or
electronically) to the transfer agent at the address below prior to 10:00 a.m.,
Eastern Time, on March 35, 2023 (two business days prior to the vote at the
special meeting).
Certain disclosure on page 13 of the Definitive Proxy Statement is hereby
amended and restated to read as follows:
As described under "The Extension Amendment Proposal - Redemption Rights," if
the Current Outside Date (currently March 22, 2023) is extended, our public
stockholders will have the right to require us to redeem their public shares.
Funds in trust, including any interest thereon, will not be used, now or in the
future, to pay for any Excise Tax imposed under the IR ActIn order to mitigate
the current uncertainty surrounding the implementation of the IR Act, in the
event that the Extension Amendment Proposal, the Founder Share Amendment
Proposal, the Redemption Limitation Amendment Proposal and the Liquidation
Amendment Proposal are approved and implemented as described in the this proxy
statement, funds in trust, including any interest earned thereon, will not be
used to pay for any excise tax liabilities with respect to any future
redemptions that occur prior to or in connection with a business combination or
liquidation of the Company.
Certain disclosure on page 36 of the Definitive Proxy Statement is hereby
amended and restated to read as follows:
TO DEMAND REDEMPTION, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE
REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR
SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO
THE TRANSFER AGENT PRIOR TO 10:00 A.M. EASTERN TIME ON MARCH 35, 2023. You will
only be entitled to receive cash in connection with a redemption of these shares
if you continue to hold them until the effective date of the Extension Amendment
and Election.
Certain disclosure on page 47 of the Definitive Proxy Statement is hereby
deleted as follows:
If the Company is unable to consummate a business combination by or before
March 22, 2023, there is a significant risk that a redemption of the public
shares will be subject to the 1% excise tax applicable to stock repurchases by
U.S. public companies pursuant to the Inflation Reduction Act of 2022. The
application of the excise tax to any redemptions the Company makes after
December 31, 2022, could potentially reduce the per-share amount that public
stockholders would otherwise be entitled to receive. And could cause a reduction
in the cash available on hand to complete a business combination and limit our
ability to complete a business combination.
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in respect of the Extension. Information regarding the Company's
directors and executive officers is available in its annual report on Form 10-K
filed with the United States Securities and Exchange Commission (the "SEC").
Additional information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests are contained in the
Definitive Proxy Statement.
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No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information
The Company has filed with the SEC the Definitive Proxy Statement in connection
with the Special Meeting to consider and vote upon the Extension and other
matters and, beginning on February 10, 2023, mailed the Definitive Proxy
Statement and other relevant documents to its stockholders as of the February 3,
2023 record date for the Special Meeting. The Company's stockholders and other
interested persons are advised to read the Definitive Proxy Statement and any
other relevant documents that have been or will be filed with the SEC in
connection with the Company's solicitation of proxies for the Special Meeting
because these documents will contain important information about the Company,
the Extension and related matters. Stockholders may also obtain a free copy of
the Definitive Proxy Statement, as well as other relevant documents that have
been or will be filed with the SEC, without charge, at the SEC's website located
at www.sec.gov or by directing a request to Morrow Sodali LLC, at
(203) 658-9400 (call collect), (800) 662-5200 (call toll-free), or by sending an
email to FMIV.info@investor.morrowsodali.com.
Forward-Looking Statements
This Current Report on Form 8-K 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 Current Report on Form 8-K are forward-looking
statements. When used in this Current Report on Form 8-K, 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 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.
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