UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 is incorporated by reference in this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 22, 2023, the Graf Acquisition Corp. IV (the “Company”) held a special meeting of shareholders (the “Meeting”). Holders of 17,514,740 of the Company’s shares of common stock were represented in person or by proxy at the Meeting, which represents approximately 81.65% of the common stock issued and outstanding and entitled to vote as of the record date of April 27, 2023.
At the Meeting, the Company’s shareholders approved a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter Amendment”) to (i) provide the Company with the right to extend the date by which the Company must consummate its initial business combination (the “Extension”), from May 25, 2023 to September 29, 2023 (the “Extended Date”), and to and (ii) permit the Company’s board of directors (the “Board”), in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement. The vote tabulation for the Extension Amendment Proposal is set forth below.
Approval of Extension Amendment Proposal
| Votes For | Votes Against | Abstentions | ||
| 17,513,683 | 1,057 | 0 |
In connection with the vote to approve the Extension Amendment Proposal, the holders of 11,078,000 shares of common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.227 per share, for an aggregate redemption amount of approximately $113.3 million. After the satisfaction of such redemptions, the balance in the Company's trust account will be approximately $62.2 million.
In addition, on May 22, 2023, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Amendment to the Amended and Restated Certificate of Incorporation of Graf Acquisition Corp. IV. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| GRAF ACQUISITION CORP. IV | |||
| By: | /s/ James A. Graf | ||
| Name: | James A. Graf | ||
| Title: | Chief Executive Officer | ||
| Dated: May 22, 2023 | |||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
GRAF ACQUISITION CORP. IV
Graf Acquisition Corp. IV (the “Corporation”), a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
| 1. | The name of the Corporation is Graf Acquisition Corp. IV. |
| 2. | The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 28, 2021. The Corporation’s Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 20, 2021 (as amended, the “Amended and Restated Certificate of Incorporation”). |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 4. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least 65% of the outstanding shares of common stock at a meeting of stockholders in accordance with ARTICLE IX of the Amended and Restated Certificate of Incorporation and the provisions of Section 242 the DGCL. |
| 5. | The text of Section 9.1(b) of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety 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’ overallotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 12, 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 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) if the Corporation is unable to complete its initial Business Combination by September 29, 2023 and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of this Amended and Restated Certificate 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.”
| 6. | The text of Section 9.2(d) of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows: |
“(d) In the event that the Corporation has not consummated an initial Business Combination by September 29, 2023, 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 interest shall be net of taxes payable, 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.”
| 7. | The text of Section 9.7 of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows: |
“Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), 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 September 29, 2023 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; provided, however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.”
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended and Restated Certificate of Amendment to be duly executed in its name and on its behalf by an authorized officer as of this 22nd day of May, 2023.
| /s/ James A. Graf | |
| James A. Graf | |
| Chief Executive Officer |
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