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EX-99.1 - EX-99.1 - CF Finance Acquisition Corp.d927069dex991.htm

 

 

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): June 5, 2020

 

 

CF FINANCE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-38759   47-3806343
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

110 East 59th Street

New York, New York

  10022
(Address of Principal Executive Offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code: (212) 938-5000

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 (see General Instruction A.2. below):

 

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 three-quarters of one redeemable warrant    CFFAU    The Nasdaq Stock Market
Class A common stock, par value $0.0001 per share    CFFA    The Nasdaq Stock Market
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share    CFFAW    The Nasdaq Stock Market

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 8.01

Other Events.

CF Finance Acquisition Corp. (the “Company”) previously announced that it will hold a special meeting of stockholders on Monday, June 15, 2020 at 4:00 P.M. Eastern (the “Special Meeting”) to vote to further extend the deadline to consummate an initial business combination from June 17, 2020 to September 17, 2020 (the “Extension”).

On June 5, 2020, the Company issued a press release announcing that if the Company’s stockholders approve the Extension at the Special Meeting, CF Finance Holdings, LLC, the Company’s sponsor (“Sponsor”), will contribute to the Company’s trust account $0.09 for each share of Class A common stock (each, a “Public Share”) issued in the Company’s initial public offering (“IPO”) that is not redeemed in connection with the stockholder vote for the Extension. The Contribution will not accrue interest and will be repayable to the Sponsor or its designee in full upon the consummation of an initial business combination. The Contribution will increase the pro rata portion of the funds available in the Company’s trust account from approximately $10.33 per Public Share to approximately $10.42 per Public Share. The Contribution is conditioned upon the implementation of the Extension. If the Extension is implemented, the Sponsor will make the Contribution by June 17, 2020.

The press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits

 

Exhibit
Number

  

Description

99.1    Press Release dated June 5, 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.

Dated: June 5, 2020

 

  

CF FINANCE ACQUISITION CORP.

 

By:

  

/s/ Howard W. Lutnick

Name:

   Howard W. Lutnick

Title:

   Chairman and Chief Executive Officer