Item 8.01 Other Events
As previously disclosed, on October 10, 2022, Finfront Holding Company,
a Cayman Islands exempted company (“BitFuFu”), provided a loan to Arisz Acquisition Corp. (“Arisz”)
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 Arisz to consummate a business combination and for working capital purposes (the “Loan”).
The Loan funds 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,
Arisz shall promptly repay the difference between such actual extension costs and the Extension Funding Amount. Arisz issued a promissory
note for the amount of the Loan in favor of BitFuFu.
On November 7, 2022, Arisz received notice from its
sponsor, Arisz Investment LLC (the “Sponsor”), that it was extending the time available to Arisz to consummate
its initial business combination from November 22, 2022 to February 22, 2023 (the “Extension”). The Extension
provides Arisz with additional time to complete its proposed business combination with BitFuFu. The Extension is the first of up to two
three-month extensions permitted under Arisz’s governing documents.
In connection with the Extension and prior to November
22, 2022, the Sponsor or its affiliates or designees must deposit the Extension Funding Amount into the trust account (the “Trust
Account”) that was established for the benefit of Arisz’s public stockholders in connection with Arisz’s initial
public offering. The deposit was completed on November 9, 2022.
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 BitFuFu 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 BitFuFu 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 BitFuFu 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, BitFuFu 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, BITFUFU AND THE TRANSACTIONS.
Participants in Solicitation
Arisz, BitFuFu 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 BitFuFu, 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.