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spacdesk.com/spac/CFVIHistorical example · 2022
CFVIDeal announced
CF Acquisition Corp. VI → Rumble Inc.
Trust / share
$10.28
+$0.003 / day
Trust accretion · modeled daily3-mo T-bill
Yield to redemption
4.9%
Deadline
Feb 23
Est. redemption
60%
Every field cited to S-4/A · 0001213900-22-045888
Example alertCFVI · 2022
Extension deadline approaching
Record date set · trust impact modeled
From signal to filing line

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This is how analysts actually work on SpacDesk: scan the live signals on a deal, then drop into the exact SEC filing line each one was pulled from — with the structured meaning, source, and confidence beside it.

CFVI · live signalsclick a signal ↓ to open its proof
zoom into the filing
CF Acquisition Corp. VI/Rumble Inc./S-4/A/Forfeiture Escrow — Earnout Terms
Deal economics4 extracted
The filing · mirrored from EDGAR
S-4/A2022-08-09
As filed with the U.S. Securities and Exchange Commission on August 9, 2022Registration No. 333-262725

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CF ACQUISITION CORP. VI
(Exact name of registrant as specified in its charter)
Delaware
State or Other Jurisdiction of
Incorporation or Organization
6770
(Primary Standard Industrial
Classification Code Number)
85-1030340
(I.R.S. Employer
Identification No.)
110 East 59th Street
New York, NY 10022
(212) 938-5000
(Address, including zip code, and telephone number of registrant’s principal executive offices)
Howard W. Lutnick
Chief Executive Officer
CF Acquisition Corp. VI
110 East 59th Street
New York, NY 10022
(Name, address, including zip code, and telephone number, including area code, of agent for service)
— cover —
Business Combination — Rumble Inc.Form S-4/A
Forfeiture Escrow — Earnout Terms

The Forfeiture Escrow Shares will be held in escrow for five years after the Closing (such period, the "Escrow Period"), at which time, if not earned and released to the Rumble Shareholders in accordance with the terms of the Business Combination Agreement, such Forfeiture Escrow Shares will be released to the Combined Entity for cancellation. The Forfeiture Escrow Shares will be earned and released to the Rumble Shareholders upon the closing price of the Class A Common Stock equaling or exceeding targets of $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of 20 trading days during any 30 trading-day period during the Escrow Period (the "Earnout Terms").

Sponsor Earnout Shares

50% of such Sponsor Earnout Shares becoming vested and no longer subject to forfeiture in the event the last reported sale price of Class A Common Stock exceeds $15.00 per share (adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within any 30 trading-day period commencing on the Closing and expiring five (5) years after the Closing, and the other 50% of such Sponsor Earnout Shares becoming vested with a $17.50 earnout target, rather than a $15.00 earnout target, but otherwise on the same terms.

Redemption Rights — Trust Account

For illustrative purposes, based on funds in the Trust Account of approximately $300.3 million on June 30, 2022, the estimated per share redemption price would have been approximately $10.01. CF VI public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of CF VI Class A Common Stock for cash.

Business Combination Marketing Fee

CF&Co., an affiliate of CF VI, is entitled to a business combination marketing fee of $10,500,000 upon the consummation of CF VI's initial business combination, which is being held in the Trust Account until the consummation of CF VI's initial business combination. Such amount will not be adjusted to account for redemptions of CF VI Public Shares.

— cited excerpt —
Business Combination — Rumble Inc.Form S-4/A
Initial Public Offering

In February 2021, we closed the IPO for the sale of an aggregate of 30,000,000 CF VI Units at a price of $10.00 per CF VI Unit, each CF VI Unit consisting of one share of CF VI Class A Common Stock and one-fourth of a CF VI Public Warrant, each whole CF VI Public Warrant permitting the holders thereof to purchase one share of CF VI Class A Common Stock for $11.50 per share, yielding gross proceeds of $300,000,000.

Defined Terms — Founder Shares

"Founder Shares" means the 7,500,000 shares of CF VI Class B Common Stock owned by the Sponsor and the two independent directors of CF VI that own shares of CF VI Class B Common Stock (including any shares of Class A Common Stock issued upon conversion of such shares).

Charter Amendment — Voting Structure

Class C Common Stock to be issued to Mr. Pavlovski at Closing, 85% of the voting power of the Combined Entity on a fully-diluted basis.

Lock-Up Provisions

At least 95% of the shares of Common Stock issued to Rumble Shareholders will be subject to a 12-month lock-up and the shares of Class A Common Stock held by the Sponsor immediately upon Closing (other than 1,500,000 of the Forward Purchase Shares and the PIPE Shares purchased by the Sponsor) will be subject to a 12-month lock-up (in each case subject to early release as described herein).

— cited excerpt —
Business Combination — Rumble Inc.Form S-4/A
Lock-Up Agreement — Definitions

"Lock-Up Period" shall mean from the date hereof and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the date on which the closing price of the shares of Common Stock on the stock exchange on which the shares of Common Stock is listed equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing.

Defined Terms — Sponsor

"Sponsor" means CFAC Holdings VI, LLC, a Delaware limited liability company. "Sponsor Related Parties" means the Sponsor, and certain officers and employees of Cantor and its affiliates (and family members of such persons) who are participating in the PIPE Investment.

Redemption of CF VI Public Shares

Submit a request in writing that we redeem your CF VI Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent.

Trust Account — Claims Waivers

WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of the IPO, did not execute agreements with us waiving such claims to the monies held in the Trust Account.

— cited excerpt —
Business Combination — Rumble Inc.Form S-4/A
Dissolution & Liquidation

If CF VI is unable to complete the Business Combination or another initial business combination transaction by February 23, 2023 (or a later date approved by CF VI Stockholders pursuant to the CF VI Charter), CF VI will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to its public stockholders in accordance with the CF VI Charter, subject to payment of CF VI's tax obligations and up to $100,000 of dissolution expenses.

— cited excerpt —
cited pages only · full S-4/A (300+ pp) in the product
Structured meaning
Earnout trigger — $15 tranche
$15.00
Trigger
$15.00
Release
50% of Forfeiture Escrow Shares
Measurement
20 of 30 trading days
Beneficiary
Rumble shareholders
Confidence
Reported
12 citations in this filing →Open the full S-4/A filing
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SPAC arbitrage

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SpacDesk is organized around what you actually do — every number is citation-anchored to the SEC filing line.

01Discover

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02Verify

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04Export

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