Current Report Filing (8-k)
December 21 2022 - 5:04AM
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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):
December 14, 2022
Monument Circle Acquisition Corp.
(Exact name of Registrant as Specified in Its
Charter)
| Delaware |
|
001-39876 |
|
85-3252655 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
One EMMIS Plaza, 40 Monument Circle Suite 700
Indianapolis, IN |
|
46204 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(317) 266-0100
Registrant’s Telephone Number, Including
Area Code:
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 Class A common stock, $0.0001 par value, and one-half of one warrant |
|
MONCU |
|
Nasdaq Capital Market |
| Shares of Class A common stock |
|
MON |
|
Nasdaq Capital Market |
| Warrants included as part of the units |
|
MONCW |
|
Nasdaq Capital 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) 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 1.01 Entry into a Material Definitive
Agreement.
On December 15, 2022,
upon the stockholders’ approval of the Trust Amendment Proposal (as defined below) at the special meeting in lieu of 2022 annual
meeting of stockholders (the “Meeting”) of Monument Circle Acquisition Corp.
(the “Company”), the Company entered into an amendment (the “Trust Amendment”) to the Investment Management Trust
Agreement, dated January 13, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer &
Trust Company, as trustee (“Continental”), to extend the date by which the Company would be required to consummate a business
combination from January 19, 2023 to July 19, 2023, or such earlier date as determined by the Company’s Board of Directors
(the “Board”) in its sole discretion.
A copy of the Trust Amendment
is attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
December 15, 2022, following the stockholders’ approval of the Charter Amendments (as defined below) at the Meeting, the Board resolved,
in accordance with the Charter Amendments, that the Company wind up its operations and commence liquidation as soon as practicable before
December 31, 2022. The Company has (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the anticipated redemption
(the “Redemption”) of 100% of the shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class
A Common Stock”), included as part of the units sold in the IPO, whether such shares were purchased in the IPO or in the secondary
market following the IPO (including shares sold pursuant to the underwriters’ overallotment option, collectively, the “Public
Shares”) in connection with the Company’s implementation of the Charter Amendments (as defined below) and the Trust Amendment
and the Board’s election to commence liquidation and dissolution of the Company; and (ii) requested that Nasdaq (A) suspend
trading of the Company’s shares of Class A Common Stock, warrants to purchase shares of Class A Common Stock (the “Warrants”)
and units, each consisting of one Public Share and one-half of one Redeemable Warrant (the units, together with the Class A Common Stock
and the Redeemable Warrants, the “Securities”) effective after the closing of trading on December 23, 2022, and (B) file with
the Securities and Exchange Commission (the “SEC”) a Form 25 Notification of Removal from Listing and/or Registration (“Form
25”) to delist and deregister the Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). As a result, the Securities will be suspended from trading on Nasdaq on December 23, 2022.
The
Company expects that Nasdaq will file Form 25 with the SEC on or about December 23, 2022. Following that, the Company intends to file
a Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s reporting obligations
under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Securities.
Item 3.03 Material Modification to Rights
of Security Holders.
The
information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
On December
14, 2022, stockholders of the Company approved at the Meeting (i) an amendment (the “Extension Amendment”) to the Amended
and Restated Certificate of Incorporation of the Company (the “Charter”) to extend the date by which the Company would be
required to consummate a business combination from January 19, 2023 to July 19, 2023 and (ii) an amendment to the Charter to permit the
Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date (the “Liquidation Amendment”
and, together with the Extension Amendment, the “Charter Amendments”). The Company filed the Charter Amendments with the Secretary
of State of the State of Delaware on December 15, 2022.
A
copy of the Charter Amendments is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote
of Security Holders.
At
the Meeting, the following proposals were considered and acted upon by the stockholders of the Company: (a) a proposal to approve the
Extension Amendment (the “Extension Amendment Proposal”); (b) a proposal to amend the Charter to permit the Board, in its
sole discretion, to elect to wind up the Company’s operations on an earlier date (the “Liquidation Amendment Proposal”);
(c) a proposal to approve the Trust Amendment to extend the date by which the Company would be required to consummate a business combination
from January 19, 2023 to July 19, 2023, or such earlier date as determined by the Board in its sole discretion (the “Trust Amendment
Proposal”); (d) a proposal to ratify the selection by the audit committee of the Board of WithumSmith+Brown, PC to serve as the
Company’s independent registered public accounting firm for the year ending December 31, 2022 (the “Auditor Ratification Proposal”);
and (e) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, 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 any of the foregoing
proposals (the “Adjournment Proposal”). The number of votes cast for or against, as well as the number of abstentions as to
each proposal, are set forth below.
| 1. | Extension Amendment Proposal |
| Votes For |
|
Votes Against |
|
Abstentions |
| 22,212,370 |
|
268,026 |
|
18,923 |
Accordingly, the Extension Amendment Proposal
was approved.
| 2. | Liquidation Amendment Proposal |
| Votes For |
|
Votes Against |
|
Abstentions |
| 22,239,080 |
|
240,816 |
|
19,424 |
Accordingly, the Liquidation Amendment Proposal
was approved.
| 3. | Trust Amendment Proposal |
| Votes For |
|
Votes Against |
|
Abstentions |
| 22,211,869 |
|
268,026 |
|
19,424 |
Accordingly, the Trust Amendment Proposal
was approved.
| 4. | Auditor Ratification Proposal |
| Votes For |
|
Votes Against |
|
Abstentions |
| 26,119,370 |
|
0 |
|
0 |
Accordingly, the Auditor Ratification Proposal
was approved.
As there were sufficient
votes at the time of the Special Meeting to approve each of the above proposals, the Adjournment Proposal, which had been previously voted
on by proxy, was not presented to stockholders at the Special Meeting.
In
connection with the Meeting, stockholders holding 23,585,009 Public Shares exercised their right to redeem their shares for a pro rata
portion of the funds in the Trust Account. Following redemptions, the Company will have 1,414,991 Public Shares outstanding. As of the
date of this report, the final amount being redeemed from the Trust Account, the amounts of funds remaining in the Trust Account, and
the per-share redemption price are being calculated by Continental Stock Transfer & Trust Company, the transfer agent and trustee
of the Company. The Company expects to file a Current Report on Form 8-K to announce such information as soon as possible.
Item 8.01 Other Events.
In connection with the
Company’s implementation of the Charter Amendments and the Board’s decision to liquidate and dissolve the Company, the Public
Shares will be redeemed at a per-share price, payable in cash, equal to the remaining aggregate amount then on deposit in the Trust Account,
including interest earned on the Trust Account deposits (which interest shall be net of taxes payable and up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding Public Shares (which represents those Public Shares that were not
redeemed in connection with the Meeting). The Redemption will completely extinguish rights of the holders of Public Shares (including
the right to receive further liquidating distributions, if any). There will be no redemption rights or liquidating distributions with
respect to the Redeemable Warrants, which will expire worthless upon the liquidation of the Company.
As of the close of business
on December 23, 2022, all Public Shares will be deemed cancelled and will represent only the right to receive the Redemption amount. As
of the date of this report, the final Redemption Amount and the per-share redemption price are being calculated by Continental Stock Transfer
& Trust Company, the transfer agent of the Company. The Company expects to file a Current Report on Form 8-K to announce such information
as soon as possible.
In
connection with the foregoing matters described in this Current Report on Form 8-K, on December 20, 2022, the Company issued a press release,
a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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.
| |
MONUMENT
CIRCLE ACQUISITION CORP. |
| |
|
|
| Date: December
20, 2022 |
By: |
/s/
J. Scott Enright |
| |
|
Name: |
J. Scott
Enright |
| |
|
Title: |
Executive Vice President, General Counsel and Secretary |
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