CFFA CF Finance Acquisition Corporation

false12-31110 EAST 59TH STREETNEW YORK0001728041NASDAQNASDAQNASDAQ00017280412020-09-102020-09-100001728041cffa:UnitsEachConsistingOfOneShareOfClassACommonStockAndThreeQuartersOfOneRedeemableWarrantMember2020-09-102020-09-100001728041us-gaap:CommonClassAMember2020-09-102020-09-100001728041cffa:RedeemableWarrantsExercisableForClassACommonStockAtAnExercisePriceOf1150PerShareMember2020-09-102020-09-10

---

CF Finance Acquisition Corp.

(Exact Name of Registrant as Specified in Charter)

---

Delaware	001-38759	47-3806343
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

110 East 59th Street New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

☐	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 and three-quarters of one redeemable warrant		CFFAU		The Nasdaq Stock Market
Class A common stock, par value $0.0001 per share		CFFA		The Nasdaq Stock Market
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share		CFFAW		The Nasdaq Stock Market

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 11, 2020, CF Finance Acquisition Corp. (the “Company”) filed a second amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”). The Charter Amendment extends the date by which the Company must consummate its initial business combination from September 17, 2020 to December 17, 2020.

 

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.

 

On September 10, 2020, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the proposal for the Charter Amendment to extend the date by which the Company must consummate its initial business combination from September 17, 2020 to December 17, 2020 (the “Extension Amendment Proposal”).

 

The final voting results for the Extension Amendment Proposal were as follows:

For		Against		Abstain		Broker Non-Votes
26,310,525		553,068		601		0

 

Stockholders holding 6,592,942 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $68.4 million (approximately $10.38 per share) will be removed from the Company’s trust account to pay such holders.

Item 9.01

Financial Statements and Exhibits

Exhibit Number		Description
3.1		Second Amendment to Amended and Restated Certificate of Incorporation.

---

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.

 

Dated: September 11, 2020

	CF FINANCE ACQUISITION CORP.
	By:	/s/ Howard W. Lutnick
	Name: Howard W. Lutnick
	Title: Chairman and Chief Executive Officer

[Signature Page to Form 8-K regarding action taken at the Company’s Special Meeting of Stockholders and Second Amendment to the Amended and Restated Certificate of Incorporation]

---