8-K 1 ea132439-8k_ciigmerger.htm CURRENT REPORT

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): December 28, 2020

CIIG MERGER CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-39159		84-3142564
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

40 West 57th Street, 29^th Floor

New York, New York

10019

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 796-4796

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 (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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-half of one Redeemable Warrant	CIICU	The NASDAQ Stock Market LLC

Class A Common Stock, par value $0.0001 per share	CIIC	The NASDAQ Stock Market LLC

Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	CIICW	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 5.07.

Submission of Matters to a Vote of Security Holders.

On December 28, 2020, CIIG Merger Corp. (the “Company”) held its 2020 annual meeting of stockholders (the “Meeting”). At the Meeting, stockholders (i) re-elected two directors to serve as the Class I directors on the Company’s board of directors (“Board”) until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified and (ii) ratified the selection by the audit committee of the Board of Grant Thronton LLP (“GT”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

Set forth below are the final voting results for each of the proposals:

Proposal No. 1 – Election of directors

Kenneth P. West and Chris Rogers were re-elected to serve as the Class I directors. The voting results were as follows:

	For	Against	Abstain	Broker Non-Votes
Kenneth P. West	12,687,413	0	3,496,966	0
Chris Rogers	12,686,652	0	3,497,727	0

Proposal No. 2 – Ratification of independent registered public accounting firm

The Company’s stockholders ratified the selection of GT to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
16,144,451		24,241		15,687		0

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.

Dated: December 31, 2020	CIIG MERGER CORP.

	By:	/s/ Gavin Cuneo
	Name:	Gavin Cuneo
	Title:	Chief Operating Officer

SEC Form 8 filed