NEW
YORK, Nov. 28, 2023 /PRNewswire/ -- 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.
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SOURCE CF Acquisition Corp. IV