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 theForm 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 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 | ||
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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) orRule 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 | 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.
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By: | /s/ Howard W. Lutnick | |
Name: | Howard W. Lutnick | |
Title: | Chairman and Chief Executive Officer |