Item 7.01. Regulation FD
On November 30, 2022, Clarim Acquisition Corp. (the "Company") issued a press
release relating to its upcoming special meeting of stockholders. A copy of the
press release is furnished hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and shall not be deemed to
be incorporated by reference into the filings of the Company under
the Securities Act of 1933, as amended or the Exchange Act, regardless of any
general incorporation language in such filings.
Item 8.01. Other Events
On November 14, 2022, the Company filed a definitive proxy statement (the "Proxy
Statement"), relating to a special meeting of the Company's stockholders (the
"Stockholder Meeting") to approve: (i) an amendment to the Company's amended and
restated certificate of incorporation (the "Certificate of Incorporation") to
eliminate the requirement that the Company retain at least $5,000,001 of net
tangible assets following the redemption of the Company's Class A common stock,
par value $0.0001 per share (the "Public Shares"), in connection with a Business
Combination (as defined in the Certificate of Incorporation) and certain
amendments of the Certificate of Incorporation (such amendment, the "Redemption
Limit Elimination Amendment" and such proposal, the "Redemption Limit
Elimination Proposal"); (ii) an amendment to the Certificate of Incorporation to
change the date by which the Company must consummate a Business Combination from
February 2, 2023 (the "Original Termination Date") to such other date as shall
be determined by the board of directors of the Company (the "Board") and
publicly announced by the Company, provided that such other date shall be no
sooner than the date of the effectiveness of the amendment to the Certificate of
Incorporation pursuant to the General Corporation Law of the State of Delaware
and no later than December 30, 2022 (such date, the "Early Termination Date",
such amendment the "Early Termination Amendment" and such proposal, the "Early
Termination Proposal"); (iii) an amendment to the Investment Management Trust
Agreement, dated January 28, 2021, by and between the Company and Continental
Stock Transfer & Trust Company, a New York corporation, as trustee
("Continental") to change the date on which Continental must commence
liquidation of the trust account established in connection with the Company's
initial public offering from the Original Termination Date to the Early
Termination Date (such proposal, the "Early Termination Trust Amendment
Proposal"); and (iv) a proposal to adjourn the Stockholder Meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies
if, based upon the tabulated vote at the time of the Stockholder Meeting, there
are insufficient shares of the Company's common stock, par value $0.0001 per
share, represented (either in person or by proxy) to constitute a quorum
necessary to conduct business at the Stockholder Meeting or at the time of the
Stockholder Meeting to approve the Redemption Limit Elimination Proposal, the
Early Termination Proposal or the Early Termination Trust Amendment Proposal.
If the Early Termination Proposal is approved at the Stockholder Meeting, the
Board expects to file the Early Termination Amendment on December 7, 2022 and
establish December 7, 2022 as the Early Termination Date. If the Early
Termination Amendment is implemented following stockholder approval on December
7, 2022, the last day of trading of the Company's Public Shares and units on the
New York Stock Exchange will be December 7, 2022.
Pursuant to the Certificate of Incorporation, a public stockholder may request
that the Company redeem all or a portion of such stockholder's Public Shares for
cash if either the Redemption Limit Elimination Proposal or the Early
Termination Proposal is approved and implemented (a "Voluntary Redemption"). If
either the Redemption Limit Elimination Amendment or the Early Termination
Amendment is approved and implemented on December 7, 2022, the Company expects
to complete such Voluntary Redemptions on or about December 8, 2022. Moreover,
because the Company will not be able to complete a Business Combination by the
Early Termination Date, the Company will be obligated to redeem the remaining
Public Shares as promptly as possible but not more than ten business days after
the Early Termination Date (a "Mandatory Redemption"). If the Early Termination
Amendment Proposal is approved and the Early Termination Amendment is
implemented, the Company expects to complete the Mandatory Redemptions on on or
about December 12, 2022.
1
Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements,
including statements relating to the proposed early termination of the Company,
anticipated redemptions, liquidation and dissolution. These forward-looking
statements involve many risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such statements,
including, without limitation, the receipt of the requisite stockholder approval
to implement the amendments to the Certificate of Incorporation. These
forward-looking statements speak only as of the date of the foregoing
communication, and the Company expressly disclaims any obligation or undertaking
to disseminate any updates or revisions to any forward-looking statement
contained herein to reflect any change in its expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based. Please refer to the publicly filed documents of the Company, including
its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
for risks and uncertainties related to the Company's business which may affect
the statements made in this communication.
Additional Information
On November 14, 2022, the Company filed the Proxy Statement with the Securities
and Exchange Commission (the "SEC") in connection with its solicitation of
proxies for the Stockholder Meeting. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders will be able to obtain
free copies of the Proxy Statement (including any amendments or supplements
thereto) and other documents filed with the SEC through the web site maintained
by the SEC at www.sec.gov or may be obtained by contacting the Company.
Participants in the Solicitation
The Company, Clarim Partners, LLC and their respective directors and officers
may be deemed to be participants in the solicitation of proxies from
stockholders in connection with the Stockholder Meeting. Additional information
regarding the identity of these potential participants and their direct or
indirect interests, by security holdings or otherwise, is set forth in the
definitive proxy statement. You may obtain free copies of these documents using
the sources indicated above.
About Clarim Acquisition Corp.
Clarim Acquisition Corp. is a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving one or more
businesses or entities. While the Company may pursue an initial business
combination target in any business, industry or geographical location, it
intends to focus our search primarily within the consumer-facing e-commerce
sector. The Company is led by James F. McCann, Chairman and Chief Executive
Officer.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
99.1 Press Release, dated November 30, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
© Edgar Online, source Glimpses