Item
8.01 Other Events.
On
December 16, 2022, AF Acquisition Corp (“AF” or the “Company”) issued a press release announcing that the special
meeting in lieu of annual meeting of its stockholders (the “Meeting”), originally scheduled for Thursday, December 15, 2022,
has been adjourned to Monday, December 19, 2022. At the Meeting, stockholders will be asked to vote on the following proposals:
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(i) |
Proposal 1 — A proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”)
to extend the date by which the Company would be required to consummate a business combination from March 23, 2023 to August 23,
2023 (the “Extension Amendment Proposal”); |
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(ii) |
Proposal 2 — A proposal to amend the Charter to permit our Board, in its sole discretion, to elect to wind up our operations
on an earlier date (the “Liquidation Amendment Proposal” and, together with the Extension Amendment, the “Charter Amendment
Proposals”); |
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(iii) |
Proposal 3 — A proposal to amend the Company’s investment management trust agreement, dated as of March 18, 2021,
by and between the Company and Continental Stock Transfer & Trust Company, to extend the date by which the Company would be
required to consummate a business combination from March 23, 2023 to August 23, 2023, or such earlier date as determined by
our Board in its sole discretion (the “Trust Amendment Proposal”); |
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(iv) |
Proposal 4 — A proposal to ratify the selection by the audit committee of the Board of Marcum LLP to serve as the Company’s
independent registered public accounting firm for the year ending December 31, 2022; and |
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(v) |
Proposal 5 — A proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of
any of the foregoing proposals. |
As
a result of this change, the Meeting will now be held at 9:00 a.m. Eastern Time, on December 19, 2022, via a live webcast at https://www.cstproxy.com/afacq.com.
Also as a result of this change, the Company has extended the deadline for holders of the Company’s Class A common stock issued
in the Company’s initial public offering to submit their shares for redemption in connection with the Charter Amendment Proposals
and the Trust Amendment Proposal to 5:00 p.m. Eastern Time on Friday, December 16, 2022.
The
Company plans to solicit proxies from stockholders during the period prior to the Meeting. Only the holders of the Company’s common
stock as of the close of business on November 18, 2022, the record date for the Meeting, are entitled to vote at the Meeting.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause
such differences include, without limitation, uncertainties relating to the Company’s stockholder approval of the above-referenced
proposals, its inability to complete an initial business combination within the required time period and other risks and uncertainties
indicated from time to time in filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 under the heading “Risk Factors” and other documents the Company has filed, or to be filed, with the SEC.
Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company
expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances
on which any statement is based.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the security holders of the Company in favor of the approval of the above-referenced proposals. Investors
and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors
and officers in the definitive proxy statement dated November 29, 2022 (the “Proxy Statement”), which may be obtained free
of charge from the sources indicated above.
No
Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any of
the proposals above. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the proposals. Stockholders may
obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: AF Acquisition
Corporation, 241 Bradley Place, Suite C, Palm Beach, FL 33480.
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.
| Dated:
December 16, 2022 |
AF
Acquisition Corp. |
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By: |
/s/
Christopher Bradley |
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Name:
|
Christopher
Bradley |
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|
Title: |
Chief
Financial Officer |
Exhibit
99.1
AF ACQUISITION CORP. ANNOUNCES CHANGE OF
SPECIAL MEETING OF STOCKHOLDERS DATE TO DECEMBER 19, 2022
Palm Beach, FL, Dec. 16, 2022 (GLOBE NEWSWIRE)
– AF Acquisition Corp. (“AF” or the “Company”) (Nasdaq: “AFAQU”, “AFAQ”, “AFAQW”)
announced today that the special meeting in lieu of annual meeting of stockholders (the “Meeting”) originally scheduled for
Thursday, December 15, 2022, has been adjourned to Monday, December 19, 2022. At the Meeting, stockholders will be asked to vote on the
following proposals:
| (i) | Proposal 1 — A proposal to amend the Company’s
amended and restated certificate of incorporation (the “Charter”) to extend the date by which the Company would be required
to consummate a business combination from March 23, 2023 to August 23, 2023; |
| (ii) | Proposal 2 — A proposal to amend the Charter
to permit our Board, in its sole discretion, to elect to wind up our operations on an earlier date; |
| (iii) | Proposal 3 — A proposal to amend the Company’s
investment management trust agreement, dated as of March 18, 2021, by and between the Company and Continental Stock Transfer &
Trust Company, to extend the date by which the Company would be required to consummate a business combination from March 23, 2023
to August 23, 2023, or such earlier date as determined by our Board in its sole discretion; |
| (iv) | Proposal 4 — A proposal to ratify the selection
by the audit committee of the Board of Marcum LLP to serve as the Company’s independent registered public accounting firm for the
year ending December 31, 2022; and |
| (v) | Proposal 5 — A proposal to approve the adjournment
of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are
insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals. |
As a result of this change, the Meeting will
now be held at 9:00 a.m. Eastern Time, on December 19, 2022, via a live webcast at https://www.cstproxy.com/afacq.com. Also as
a result of this change, the Company has extended the deadline for holders of the Company’s Class A common stock issued in the Company’s
initial public offering to submit their shares for redemption in connection with the Charter Amendment Proposals and the Trust Amendment
Proposal to 5:00 p.m. Eastern Time on Friday, December 16, 2022.
The Company plans to solicit proxies from
stockholders during the period prior to the Meeting. Only the holders of the Company’s common stock as of the close of business
on November 18, 2022, the record date for the Meeting, are entitled to vote at the Meeting.
About AF Acquisition Corp.
AF Acquisition Corp. 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.
Forward-Looking Statements
This press release includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking
statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These
forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s
stockholder approval of the above-referenced proposals, its inability to complete an initial business combination within the required
time period and other risks and uncertainties indicated from time to time in filings with the SEC, including the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors” and other documents the Company
has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any
change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers,
other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the security
holders of the Company in favor of the approval of the above-referenced proposals. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of the Company’s directors and officers in the definitive proxy statement
dated November 29, 2022 (the “Proxy Statement”), which may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a
solicitation of a proxy, consent or authorization with respect to any securities or in respect of any of the proposals above. This communication
shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act or an exemption therefrom.
Additional
Information and Where to Find It
The Company
urges investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company
with the SEC, because these documents will contain important information about the Company and the proposals. Stockholders may obtain
copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: AF Acquisition
Corporation, 241 Bradley Place, Suite C, Palm Beach, FL 33480.
Company Contact:
Christopher Bradley
CFO
241 Bradley Place, Suite
C
Palm Beach, FL 33480
Telephone: (212) 616-9600