Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 8, 2023, Forum Merger
IV Corporation (the “Company”) filed with the Secretary of State of the State of Delaware an amendment (the “Charter
Amendment”) to the Company’s amended and restated certificate of incorporation. The Company’s stockholders approved
the Charter Amendment at a special meeting of stockholders of the Company (the “Special Meeting”) on March 7, 2023.
At the Special Meeting, the Company’s stockholders approved the following proposals:
(a) to amend (the “Extension
Amendment”) the Company’s amended and restated certificate of incorporation (the “charter”) to extend
the date (the “completion window”, and any extensions of that date pursuant to the Extension Amendment Proposal, an
“Extension”) by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses (a “business combination”) from March 22,
2023 (such date, the “Current Outside Date”) to April 22, 2023 or such earlier date as determined by the Company’s
board of directors (the “Board”), and such later date, the “Extended Date,” and to allow the Company,
without another stockholder vote, to elect to extend the completion window to consummate a business combination on a monthly basis up
to seven times by an additional one month each time after the Extended Date, by resolution of the Board, if requested by Forum Investors
IV LLC, a Delaware limited liability company, and upon five days’ advance notice prior to the applicable completion window, until
November 22, 2023 (each, an “Additional Charter Extension Date”) or a total of up to eight months after the Current
Outside Date, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”);
(b) to elect Neil Goldberg,
Richard Katzman and Steven Berns to serve as Class I directors on the Board until the 2024 annual meeting of stockholders or until his
successor is elected and qualified (the “Director Election Proposal”);
(c) to amend (the “Founder
Share Amendment”) the charter to provide holders of Class B common stock, par value $0.0001 per share of the Company (“founder
shares” or “Class B Common Stock” and, collectively with the Class A Common Stock, the “common stock”)
the right to convert any and all their Class B Common Stock into Class A common stock, par value $0.0001 per share of the Company (“Class
A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Founder
Share Amendment Proposal”);
(d) to amend (the “Redemption
Limitation Amendment”) the charter to delete the limitation that the Company shall not redeem public shares that would cause
the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the “Redemption Limitation Amendment
Proposal”);
(e) to amend (the “Liquidation
Amendment”) the charter to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an
earlier date than the Extended Date (including prior to the Current Outside Date or an Additional Charter Extension Date, as applicable)
as determined by our Board and included in a public announcement (the “Liquidation Amendment Proposal”); and
(f) to approve the adjournment
of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the
event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Founder
Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Liquidation Amendment Proposal (the “Adjournment
Proposal”).
The foregoing description
of the Charter Amendment is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 7, 2023, at the Special Meeting, a total
of 34,749,165 (or 80.81%) of the Company’s issued and outstanding shares of Class A Common Stock and Class B Common Stock held of
record as of February 3, 2023, the record date for the Special Meeting, were present either in person or by proxy, which constituted a
quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which were approved. The final
vote tabulation for each proposal is set forth below.
| 1. | To approve and adopt the Extension
Amendment. |
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
33,616,925 |
|
1,132,240 |
|
0 |
|
N/A |
| 2. | To elect Neil Goldberg, Richard Katzman and Steven Berns to
serve as Class I directors on the Board until the 2024 annual meeting of stockholders or until his successor is elected and qualified. |
Nominee |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
Neil Goldberg |
|
28,351,387 |
|
6,397,778 |
|
N/A |
Richard Katzman |
|
30,231,321 |
|
4,517,844 |
|
N/A |
Steven Berns |
|
30,231,321 |
|
4,517,844 |
|
N/A |
| 3. | To approve and adopt the Founder
Share Amendment. |
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
33,762,214 |
|
108,093 |
|
878,858 |
|
N/A |
| 4. | To approve and adopt the Redemption
Limitation Amendment. |
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
33,762,214 |
|
108,093 |
|
878,858 |
|
N/A |
| 5. | To approve and adopt the Liquidation
Amendment. |
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
33,764,466 |
|
984,699 |
|
0 |
|
N/A |
| 6. | To approve the adjournment of
the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the
event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Founder
Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Liquidation Amendment Proposal. |
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
33,747,360 |
|
122,947 |
|
878,858 |
|
N/A |
Although this proposal would have received sufficient votes
to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.