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
December 30, 2020
Date of Report (Date of earliest event reported)
Ventoux CCM Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-39830 | | 84-2968594 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
1 East Putnam Avenue, Floor 4
Greenwich, CT | | 06830 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (646) 465-9000
N/A
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| Common Stock | | VTAQ | | The Nasdaq Stock Market LLC |
| Warrants | | VTAQW | | The Nasdaq Stock Market LLC |
| Rights | | VTAQR | | The Nasdaq Stock Market LLC |
| Units | | VTAQU | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K filed December 31, 2020, on December 23, 2020, Ventoux CCM Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 15,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”), one right entitling the holder thereof to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of an initial business combination, and one warrant entitling the holder thereof to purchase one-half (1/2) of one share of Common Stock at a price of $11.50 per whole share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $150,000,000.
As of December 30, 2020, a total of $151,500,000 of the net proceeds from the IPO and the private placement consummated simultaneously with the closing of the IPO were deposited in a trust account established for the benefit of the Company’s public stockholders (the “Trust Account”). An audited balance sheet as of December 30, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the private placement on December 30, 2020 is included with this report as Exhibit 99.1.
As also previously disclosed, on December 29, 2020, the underwriters exercised their over-allotment option in full. The closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on January 5, 2021. The total aggregate issuance by the Company of 2,250,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $22,500,000. On January 5, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 675,000 private warrants, generating gross proceeds of $675,000. The private warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
A total of $174,225,000 of the net proceeds from the sale of the Units in the initial public offering (including the Over-Allotment Option Units) and the private placements on December 30, 2020 and January 5, 2021, were placed in the Trust Account. Included with this report as Exhibit 99.2 is a pro-forma balance sheet reflecting the exercise of the over-allotment option.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
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: January 6, 2021 | |
| | |
| VENTOUX CCM ACQUISITION CORP. | |
| | |
| By: | /s/ Edward Scheetz | |
| Name: | Edward Scheetz | |
| Title: | Chief Executive Officer | |
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