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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
16, 2022
AF ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
|
Delaware |
|
001-40248 |
|
86-1456857 |
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.)
|
241 Bradley Place – Suite C
Palm Beach,
Florida
33480
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (561) 838-9494
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 Class A Common Stock and
one-third of one Redeemable Warrant |
|
AFAQU |
|
The Nasdaq Stock
Market LLC |
|
|
|
|
|
|
|
Class A Common Stock, par value $0.0001 per
share |
|
AFAQ |
|
The Nasdaq Stock
Market LLC |
|
|
|
|
|
|
|
Warrants, each exercisable for one share of Class A Common Stock
for $11.50 per share |
|
AFAQW |
|
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
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:
| |
(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”); |
| |
|
| |
(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”); |
| |
|
| |
(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”); |
| |
|
| |
(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.
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.
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. |
| |
|
|
| |
By: |
/s/
Christopher Bradley |
|
|
|
Name: |
Christopher
Bradley |
| |
|
Title: |
Chief
Financial Officer |
3
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