UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party
other than the Registrant ☐
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ |
Definitive Proxy Statement |
| ☒ |
Definitive Additional Materials |
| ☐ |
Soliciting Material under §240.14a-12 |
Fusion Acquisition
Corp. II
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that
apply):
| ☒ |
No fee required. |
| ☐ |
Fee paid previously with preliminary materials |
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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): August 24, 2023
FUSION ACQUISITION CORP. II
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40120 |
|
86-1352058 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
667 Madison Avenue,5th Floor
New York, New York |
|
10065 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (212) 763-0169
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 and one-third of one redeemable warrant |
|
FSNB.U |
|
New York Stock Exchange |
| Class A common stock, par value $0.0001 per share |
|
FSNB |
|
New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
FSNB WS |
|
None |
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 8.01.
Other Events.
On
August 24, 2023, Fusion Acquisition Corp. II (the “Company”) issued a press release announcing that it intends to adjourn,
without conducting any business, the special meeting of its stockholders (the “Special Meeting”) scheduled to occur at 11:00
a.m., Eastern time, on August 30, 2023, and to reconvene the Special Meeting at 11:00 a.m., Eastern time, on September 1, 2023. At the
Special Meeting, the Company’s stockholders will be asked to, among other things, approve amendments to the Company’s second
amended and restated certificate of incorporation (the “Charter”) to extend the time it has to complete an initial business
combination (the “Extension”) and to eliminate the limitation that the Company will not complete an initial business combination
if doing so would cause it to have net tangible assets of less than $5,000,001. The Special Meeting will be held in virtual format only
at https://www.cstproxy.com/fusionacqii/sm2023.
In
connection with the adjournment of the Special Meeting, the Company is extending the deadline for holders of its shares of Class A
common stock to exercise their right to redeem their shares for their pro rata portion of the funds available in the Company’s
trust account, or to withdraw any previously delivered demand for redemption, to 5:00 p.m., Eastern time, on August 30, 2023 (two business
days before the reconvened Special Meeting).
A
copy of the press release issued by the Company is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Additional
Information and Where to Find It
The
Company has filed a definitive proxy statement (the “Extension Proxy Statement”) to be used at the Special Meeting. The Company
has mailed the Extension Proxy Statement to its stockholders of record as of August 14, 2023. Investors and security holders of the Company
are advised to read the Extension Proxy Statement and any supplements or amendments thereto, because these documents will contain important
information about the Company and the Extension. Stockholders are able to obtain copies of the Extension Proxy Statement and the other
documents filed by the Company with the Securities and Exchange Commission (the “SEC”) in connection with the Extension,
without charge, at the SEC’s website at www.sec.gov or by directing a request to: Fusion Acquisition Corp. II, 667 Madison Ave, 5th Floor,
New York, NY 10065.
Participants
in the Solicitation
The
Company and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension
under the rules of the SEC. Information about the directors and executive officers of the Company and a description of their interests
in the Company are set forth in the Extension Proxy Statement. These documents can be obtained free of charge from the sources indicated
above.
Non-Solicitation
The
disclosure herein is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in
respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of
the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a definitive document.
Forward
Looking Statements
Certain
statements made in this Current Report on Form 8-K are “forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form
8-K, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” and variations of these words or similar expressions (or the negative versions of such words
or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many
of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability of
the Company to enter into a definitive agreement with respect to an initial business combination or to complete the contemplated transactions
with the potential target company within the time provided in its Charter; the level of redemptions submitted in connection with the
Special Meeting; the ability of the Company to meet the continued listing requirements of the New York Stock Exchange; costs related
to the Extension and a potential initial business combination; and those factors discussed under the heading “Risk Factors”
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and other documents of the Company filed,
or to be filed, with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law.
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.
| |
FUSION
ACQUISITION CORP. II |
| |
|
|
| |
By: |
/s/
John James |
| |
|
Name: |
John
James |
| |
|
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
August 24, 2023 |
|
|
Exhibit
99.1
Fusion Acquisition Corp. II Announces Intent
to Adjourn Special Meeting
NEW YORK, August 24, 2023 — Fusion Acquisition Corp. II (NYSE:
FSNB) (“Fusion” or the “Company”), announced today that it intends to adjourn, without conducting any business,
the special meeting of its stockholders (the “Special Meeting”) to be held with respect to, among other things, the approval
of amendments to the Company’s second amended and restated certificate of incorporation (the “Charter”) to extend the
time it has to complete an initial business combination (the “Extension”) and to eliminate the limitation that the Company
will not complete an initial business combination if doing so would cause it to have net tangible assets of less than $5,000,001, which
is scheduled to occur at 11:00 a.m., Eastern time, on August 30, 2023, and to reconvene the Special Meeting at 11:00 a.m., Eastern time,
on September 1, 2023. The Special Meeting will be held in virtual format only at https://www.cstproxy.com/fusionacqii/sm2023.
In connection with the adjournment of the Special Meeting, the Company
is extending the deadline for holders of its shares of Class A common stock to exercise their right to redeem their shares for their
pro rata portion of the funds available in the Company’s trust account, or to withdraw any previously delivered demand for redemption,
to 5:00 p.m., Eastern time, on August 30, 2023 (two business days before the reconvened Special Meeting).
Stockholders of record as of August 14, 2023 are entitled to vote at
the Special Meeting. Stockholders who have not yet done so are encouraged to vote as soon as possible. If any such stockholders have questions
or need assistance in connection with the Special Meeting, please contact the Company’s proxy solicitor, Morrow Sodali LLC, by calling
(800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing FSNB.info@investor.morrowsodali.com.
About Fusion Acquisition Corp. II
Fusion Acquisition Corp. II, founded and
led by Chief Executive Officer John James, is a blank-check company formed for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Fusion’s board of
directors comprises Non-Executive Chairman Jim Ross, Chief Executive Officer John James, Chief Financial Officer Erik Thoresen, and directors
Kelly Driscoll and Ben Buettell.
Contact
Cody Slach
Gateway Investor Relations
(949) 574-3860
FUSION@gatewayir.com
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