Forum Merger II Shareholders Approve Tattooed Chef Combination

Forum Merger II Corporation (NASDAQ:FMCI) shareholders have approved the business combination with Ittella International at a special meeting this morning, per this afternoon’s press release. The newly created company, which is to be name the Tattooed Chef, will begin trading tomorrow, October 16, 2020, on Nasdaq under the ticker symbols “TTCF” and “TTCFW”, representing the common stock and warrants, respectively.

This is the final entry into a remarkable story concerning the shareholder vote. FMCI had insufficient voter turnout on their extension deadline, even though the stock price was well above $10 and the received votes were overwhelmingly supportive of the transaction. FMCI then adjourned and rescheduled their meeting to a few days later to “get out the vote”. FMCI then announced they reached the 65% voting threshold to approve the extension deadline, narrowly avoiding running out of time.

What this tells us is that retail has become a large and meaningful block of the shareholder base. Extra diligence must be given to ensure that the unique aspects of the SPAC structure (like voting) are accessible to a less centralized and experienced shareholder base.

Nonetheless, the FMCI combination with Itella to create the Tattooed Chef marks the 31st combination to close in 2020.

ADVISORS

• Harrison Co. acted as financial advisor to Ittella International.
• Rutan & Tucker, LLP served as legal counsel to Ittella International.
• Jefferies LLC served as sole M&A advisor to Forum.
• EarlyBirdCapital, Inc. served as financial advisor to Forum.
• White & Case LLP served as legal counsel to Forum.