Current Report Filing (8-k)
06 Februar 2023 - 10:12PM
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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): February 1, 2023
SIZZLE ACQUISITION
CORP.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-41005 |
|
85-3418600 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4201
Georgia Avenue, NW Washington,
DC |
|
20011 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (202) 846-0300
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:
☐ |
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 common stock and one-half of one redeemable warrant |
|
SZZLU |
|
The
Nasdaq Stock Market LLC |
Common stock, par value $0.0001 per share |
|
SZZL |
|
The Nasdaq Stock Market LLC |
Redeemable Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
|
SZZLW |
|
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 (§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 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
February 1, 2023, Sizzle Acquisition Corp., a Delaware corporation (the “Company”), held a special meeting of stockholders
(the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended
and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate
its initial business combination from February 8, 2023 to August 8, 2023 (or such earlier date as determined by the board of directors
of the Company (the “Board”)). The Company filed the Charter Amendment with the Secretary of State of the State of
Delaware on February 2, 2023.
The
foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto
and is incorporated by reference herein.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
At
the Meeting, an aggregate of at least 10,885,301 shares of the Company’s common stock, which represents a quorum of the outstanding
common stock entitled to vote as of the record date of January 13, 2023, were represented in person or by proxy at the Meeting.
At
the Meeting, the Company’s stockholders voted on the following proposal, which was approved:
The Extension Amendment Proposal
— a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the
Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses, (ii) cease all operations except for the purpose of winding up, or (iii) redeem or repurchase 100% of the
Company’s common stock included as part of the units sold in the Company’s initial public offering that was consummated on
November 8, 2021, from February 8, 2023 to August 8, 2023 (or such earlier date as determined by the Board of Directors). The following
is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
14,519,954 | | |
2,221,838 | | |
0 | | |
0 | |
In
connection with the Meeting, stockholders holding 11,076,703 shares of common stock of the Company that were issued in the Company’s initial
public offering (the “Public Shares”) exercised their right to redeem their shares for a pro rata portion of the funds
in the trust account. As a result, approximately $114.3 million (approximately $10.32 per Public Share) will be removed from the trust
account to pay such holders and approximately $45.6 million will remain in the trust account. Following redemptions, the Company will
have 4,423,297 Public Shares outstanding.
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.
|
SIZZLE ACQUISITION CORP, |
|
|
|
By: |
/s/ Steve Salis |
|
|
Name: |
Steve Salis |
|
|
Title: |
Chief Executive Officer |
Dated: February 6, 2023
2
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