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
October 14, 2022 (October 10, 2022)
Date of Report (Date of earliest event reported)
Arisz Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41078 |
|
87-1807866 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
c/o MSQ Ventures
12 East 49th Street, 17th Floor
New York, NY |
|
10017 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (919) 699 9827
199 Water St, 31st Floor
New York, NY 10038
(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 |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| |
|
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Common Stock |
|
ARIZ |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
ARIZW |
|
The Nasdaq Stock Market LLC |
| Rights |
|
ARIZR |
|
The Nasdaq Stock Market LLC |
| Units |
|
ARIZU |
|
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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01 Entry into a Material definitive
Agreement.
Amendment to the Merger Agreement
As previously disclosed,
on January 21, 2022, Arisz Acquisition Corp., a Delaware corporation (“Arisz” or “Parent”),
entered into that certain Agreement and Plan of Merger (as amended as of April 4, 2022, and as may be further amended, supplemented or
otherwise modified from time to time, the “Merger Agreement”), by and between Arisz and Finfront Holding Company,
a Cayman Islands exempted company (the “Company”), pursuant to which (a) Arisz agreed to form BitFuFu Inc.,
a Cayman Islands exempted company, as its wholly owned subsidiary (“Purchaser”), (b) Purchaser agreed to form
Boundary Holding Company, a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger Sub”),
(c) Arisz will be merged with and into Purchaser (the “Redomestication Merger”), with Purchaser surviving
the Redomestication Merger, and (d) Merger Sub will be merged with and into the Company (the “Acquisition Merger”),
with the Company surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the “Business
Combination”). Following the Business Combination, Purchaser will be a publicly traded company listed on a stock exchange
in the United States. Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Merger
Agreement, as amended.
Also as previously disclosed,
on April 4, 2022, each of Purchaser, Merger Sub, Arisz and the Company executed that certain Joinder Agreement to the Merger Agreement,
whereby each of Purchaser and Merger Sub have agreed, effective upon execution, that it shall become a party to the Merger Agreement and
shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties, rights, obligations and conditions
of the Merger Agreement as though an original party thereto.
Also, as previously disclosed,
on April 4, 2022, each of Arisz and the Company entered into that certain Amendment (“Amendment
No. 1”) to the Merger Agreement pursuant to which, among other things, the parties clarified certain Cayman Island corporate
law matters by mutual agreement.
The foregoing descriptions
of the Merger Agreement and Amendment No. 1 do not purport to be complete and are qualified in their entirety by the terms and conditions
of the actual Merger Agreement and Amendment No.1, which were filed as Exhibits 2.1 to the Current Reports on Form 8-K filed with the
SEC on January 26, 2022 and April 4, 2022, respectively, and are incorporated by reference herein.
On
October 10, 2022, each of Arisz and the Company entered into that certain Amendment (“Amendment
No. 2”) to the Merger Agreement to provide, among other things:
(1)
that until the earlier of (x) termination of the Merger Agreement in accordance with its terms, and (y) forty-five (45) calendar days
prior to the Outside Date, neither the Company nor the Parent Parties shall participate in discussions, negotiations or related activities
with any Person concerning any Alternative Transaction,
(2)
that the Company and Parent shall cause the amendment and/or termination of certain agreements in order to remove all existing restrictions
on four hundred thousand (400,000) Insider Shares that are currently subject to transfer restrictions, so that such shares are freely
tradeable upon the Closing;
(3)
for a loan from the Company to Parent in the amount of Two Million Two Hundred and Twenty Thousand Dollars ($2,220,000) for the purpose
of funding any payment due in connection with an extension of the period of time for Parent to consummate a business combination and for
working capital purposes (the “Loan”). The Loan shall be funded in
three equal installments on each of October 26, 2022, January 26, 2023 and April 26, 2023, in each case in the amount of Seven Hundred
Forty Thousand Dollars ($740,000). Of each such installment, the sum of Six Hundred Ninety Thousand Dollars ($690,000) (the “Extension
Funding Amount”) shall be used to cover the extension costs, and the remaining Fifty Thousand ($50,000) shall be used
for working capital. In the event that the actual extension costs are less than the Extension Funding Amount, Parent shall promptly repay
the difference between such actual extension costs and the Extension Funding Amount. Parent shall issue a promissory note for the amount
of the Loan in favor of the Company.;
(4)
that the Outside Date is extended to August 1, 2023;
(5)
that the Merger Agreement may be terminated (a) by the Parent Parties, in the event that the Company fails to fund any of the installment
amounts of the Loan specified in Section 9.8 of the Merger Agreement by the applicable due dates, (h) by the Parent Parties or the Company,
in the event that the Parent Parties fail to obtain any extension to the termination date by which time Parent must cease operations unless
a business combination has been consummated and (i) by the Company, in the event that Parent defaults on the Promissory Note as specified
in such Section 9.8, which default remains not cured within ten (10) calendar days; and
(6)
for (i) a Parent breakup fee payable by the Company to Parent equal to Four Million Dollars ($4,000,000) in cash in the event of the termination
of the Merger Agreement by Parent pursuant to Section 11.1(b) of the Merger Agreement or as a result of the Company’s refusal to
consummate the transactions contemplated thereby and (ii) a Company breakup fee payable by Parent to the Company in the amount of Five
Million Dollars ($5,000,000) in the event of the termination of the Merger Agreement by the Company pursuant to Section 11.1(c) of the
Merger Agreement or as a result of Parent’s refusal to consummate the transactions contemplated thereby.
On October 10, 2022, Parent issued a promissory note
for the amount of the Loan in favor of the Company (the “Promissory Note”),
pursuant to which Parent may elect to issue a number of unregistered shares of its common stock, valued for these purposes at $10.00
per share, the aggregate value of which shall be equal to the outstanding principal amount of the Loan, to the Company or its designee
as payment of its obligations under the Loan, except in the event that the actual extension costs are less than the Extension Funding
Amount, Parent shall wire such prepayment to such account as designated by the Company.
The foregoing descriptions of Amendment No. 2
and the Promissory Note do not purport to be complete and are qualified in their entirety by the terms and conditions of the actual agreement
and note, which are filed as Exhibits 2.1 and 10.1 hereto, respectively, and are incorporated by reference herein.
Stock Purchase Agreements
As previously disclosed, in connection with the execution of the Merger
Agreement, Arisz Investment LLC (the “Sponsor”) and Ethereal Tech Pte.
Ltd., a subsidiary of the Company (“ET”), entered into a stock purchase
agreement (the “ET Stock Purchase Agreement”), pursuant to which ET
purchased 128,206 shares of Arisz common stock (the “ET Shares”) from
the Sponsor for a purchase price of $1,250,000. Subject to the satisfaction of conditions set forth in the ET Stock Purchase Agreement,
the Sponsor shall cause the ET Shares to be transferred on the books and records of Arisz to ET. As of the date hereof, the transfer of
ET Shares has been completed.
In addition, on October 10, 2022, the Sponsor
and ET, entered into a stock purchase agreement (the “Second ET Stock Purchase Agreement”), pursuant to which
ET purchased 76,142 shares of Arisz common stock (the “Additional ET Shares”) from the Sponsor for a purchase
price of $750,000. Subject to the satisfaction of conditions set forth in the Second ET Stock Purchase Agreement, the Sponsor shall cause
the Additional ET Shares to be transferred on the books and records of Arisz to ET. As of the date hereof, the transfer of ET Shares has
not been completed.
Backstop Agreement
As previously disclosed, on July 14, 2022, each
of Arisz , the Company, the Purchaser and the Sponsor (and, along with any assignee of the Sponsor, the “Buyer”)
entered into a backstop agreement (the “Backstop Agreement”) whereby,
in connection with the Business Combination, the Buyer has agreed to subscribe for and purchase no less than US$1.25 million worth of
shares of Arisz common stock par value $0.0001 per share or Purchaser’s Class A ordinary shares, as specified therein. The Backstop
Agreement terminated as per its terms on July 31, 2022.
On October 13, 2022 the parties to the Backstop
Agreement entered into a new backstop agreement (the “New Backstop Agreement”) substantially on the same terms
as the Backstop Agreement with the only substantive additional terms being that: 1) the subscription amount is $2.0 million worth of shares
and 2) the termination date is the earlier of: (i) the date agreed by the parties thereto in writing and (ii) the date that the Merger
Agreement is terminated, on its terms.
The foregoing description of the New Backstop
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the New Backstop Agreement,
a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
IMPORTANT NOTICES
Important Notice Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains certain
“forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both
as amended. Statements that are not historical facts, including statements about the pending transactions described above, and the parties’
perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the
proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction,
integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including
estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The
words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions
indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various
risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or
unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are
not limited to: (i) risks related to the expected timing and likelihood of completion of the pending transaction, including the risk that
the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval
for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals;
(ii) risks related to the ability of Arisz and the Company to successfully integrate the businesses; (iii) the occurrence of any event,
change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there
may be a material adverse change with respect to the financial position, performance, operations or prospects of the Company or Arisz;
(v) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (vi) the risk that
any announcements relating to the proposed transaction could have adverse effects on the market price of Arisz’s securities; (vii)
the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain customers
and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses
generally; (viii) the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected
to achieve those synergies; and (ix) risks associated with the financing of the proposed transaction. A further list and description of
risks and uncertainties can be found in the Prospectus dated November 17, 2021 relating Arisz’s initial public offering and in the
Registration Statement and proxy statement that will be filed with the SEC by Arisz and/or its subsidiary in connection with the proposed
transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these
forward-looking statements. Forward-looking statements relate only to the date they were made, and Arisz, the Company and their subsidiaries
undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as
required by law or applicable regulation.
Additional Information and Where to Find It
In connection with the transaction described herein,
Arisz and and/or its subsidiary will file relevant materials with the Securities and Exchange Commission (the “SEC”),
including the Registration Statement on Form S-4 or Form F-4 and a proxy statement (the “Registration Statement”).
The proxy statement and a proxy card will be mailed to stockholders as of a record date to be established for voting at the stockholders’
meeting of Arisz stockholders relating to the proposed transactions. Stockholders will also be able to obtain a copy of the Registration
Statement and proxy statement without charge from Arisz. The Registration Statement and proxy statement, once available, may also be obtained
without charge at the SEC’s website at www.sec.gov or by writing to Arisz at 199 Water Street, 31st Floor, New York, NY 10038. INVESTORS
AND SECURITY HOLDERS OF ARISZ ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT ARISZ WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ARISZ, THE COMPANY AND THE TRANSACTIONS.
Participants in Solicitation
Arisz, the Company and certain shareholders of
Arisz, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation
of proxies from the holders of Arisz common stock in respect of the proposed transaction. Information about Arisz’s directors and
executive officers and their ownership of Arisz common stock is set forth in the Prospectus dated November 17, 2021 and filed with the
SEC. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining
to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described
above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Arisz or the Company, nor shall
there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
| * |
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
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: October 14, 2022
ARISZ ACQUISITION CORP.
| By: |
/s/ Fang Hindle-Yang |
|
| Name: |
Fang Hindle-Yang |
|
| Title: |
Chief Executive Officer |
|
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