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.