UNITED
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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SECURITIES EXCHANGE ACT OF 1934
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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
Exhibit |
Description | |
99.1 | Press Release, dated August 24, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 |
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