SZZLU Sizzle Acquisition Corporation

 

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): February 6, 2024

 

SIZZLE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

  

Delaware		001-41005		85-3418600
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

4201 Georgia Avenue, NW Washington, DC		20011
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (202) 846-0300

 

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 common stock and one-half of one redeemable warrant		SZZLU		The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share		SZZL		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share		SZZLW		The Nasdaq Stock Market LLC

 

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

 

On February 6, 2024, Sizzle Acquisition Corp., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must (i) consummate its initial business combination, (ii) cease all operations except for the purpose of winding up, or (iii) redeem or repurchase 100% of the Company’s common stock included as part of the units (the “Public Shares”) sold in its initial public offering from February 8, 2024 to August 8, 2024 (or such earlier date as determined by the board of directors of the Company (the “Board”)). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on February 6, 2024.

 

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.

 

At the Meeting, an aggregate of at least 4,678,327 shares of the Company’s common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of December 26, 2023, were represented in person or by proxy at the Meeting.

 

At the Meeting, the Company’s stockholders voted on the following proposal, which was approved:

 

The Extension Amendment Proposal — a proposal to approve the Charter Amendment. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

 

For				Against				Abstain				Broker Non-Votes
	7,627,173				387,586				0				0

 

In connection with the Meeting, stockholders holding 779,917 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). As a result, approximately $8.6 million (approximately $11.05 per Public Share) will be removed from the Trust Account to pay such holders and approximately $25.5 million will remain in the Trust Account. Following redemptions, the Company will have 2,306,136 Public Shares outstanding.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
3.1		Amendment to Amended and Restated Certificate of Incorporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

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.

 

	SIZZLE ACQUISITION CORP.
	By:	/s/ Steve Salis
		Name:	Steve Salis
		Title:	Chief Executive Officer

 

Dated: February 12, 2024

 

 

Exhibit 3.1 

 

THIRD AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SIZZLE ACQUISITION CORP.

Pursuant to Section 242 of the
Delaware General Corporation Law

Sizzle Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

1)      The name of the Corporation is Sizzle Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 12, 2020. An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 2, 2021 and was further amended on February 2, 2023 and August 7, 2023 (as amended, the “Amended and Restated Certificate of Incorporation”).

2)      This Third Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

3)      This Third Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

4)      The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:

Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2020, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by August 8, 2024 (or such earlier date as determined by the Corporation’s board of directors) (or, if the Office of the Delaware Division of Corporations shall not be open for a full business day (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open (the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or amendments to this Amended and Restated Certificate prior thereto or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

IN WITNESS WHEREOF, Sizzle Acquisition Corp. has caused this Third Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 6th day of February, 2024.

 

		Sizzle Acquisition Corp.
		By:		/s/ Steve Salis
		Name:		Steve Salis
		Title:		Chief Executive Officer

 

v3.24.0.1

Cover	Feb. 06, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 06, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41005
Entity Registrant Name	SIZZLE ACQUISITION CORP.
Entity Central Index Key	0001829322
Entity Tax Identification Number	85-3418600
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4201 Georgia Avenue
Entity Address, Address Line Two	NW
Entity Address, City or Town	Washington
Entity Address, State or Province	DC
Entity Address, Postal Zip Code	20011
City Area Code	202)
Local Phone Number	846-0300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of common stock and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of common stock and one-half of one redeemable warrant
Trading Symbol	SZZLU
Security Exchange Name	NASDAQ
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SZZL
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	SZZLW
Security Exchange Name	NASDAQ

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