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
February 5, 2024
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
N/A
(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 5.07. Submission of Matters to a Vote of Security Holders.
Arisz Acquisition Corp. (“Arisz”
or the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) on
February 5, 2024 at 10:00 a.m. Eastern Time. The Annual Meeting was held via teleconference. There were 5,155,754 shares of the Company’s
Common Stock, par value $0.0001 per share, (the “Common Stock”) outstanding on the record date, January 16,
2024. There were 3,997,927 shares of common stock of the Company present at the Annual Meeting in person or represented by proxy, which
is 77.54 % of the total shares of Common Stock outstanding, thereby constituting a quorum. Summarized below are the results of the matters
voted on at the Annual Meeting.
1.
Charter Amendment
Stockholders approved the proposal to amend the Company’s amended
and restated certificate of incorporation, to extend the date by which Arisz must consummate a business combination up to nine (9) times
(the “Charter Amendment”), each such extension for an additional one (1) month period (each an “Extension”),
from February 22, 2024 to November 22, 2024. We refer to this proposal as the “Charter Amendment Proposal.”
Adoption of the Charter Amendment Proposal required approval by the affirmative vote of at least 50% of the holders of the Company’s
outstanding shares of Common Stock. The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
| 3,997,927 |
|
0 |
|
0 |
|
0 |
The Company will file the Charter Amendment with
the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.
2.
Trust Amendment
Stockholders approved the proposal to amend the
investment management trust agreement, dated as of November 17, 2021 (as amended on May 12, 2023, the “Trust Agreement”),
by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the
Company to extend the date by which Arisz must consummate a business combination up to nine (9) times, each such Extension for an additional
one (1) month period, until November 22, 2024, by depositing into the Trust Account $120,000 (the “Extension Payment”)
for each one-month Extension (the “Trust Amendment”) (we refer to this proposal as the “Trust Amendment
Proposal”). Adoption of the Trust Amendment Proposal required approval by the affirmative vote of at least 50% of the holders
of the Company’s outstanding shares of Common Stock. The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
| 3,997,927 |
|
0 |
|
0 |
|
0 |
A copy of the Trust Amendment is attached hereto
as Exhibit 10.1.
3.
Director Election
Stockholders approved the proposal to reelect
the current Class A director, Romain Guerel, to Arisz’s board of directors (we refer to this proposal as the “Director
Election Proposal”). Adoption of the Director Election Proposal required approval by the affirmative vote of a plurality
of the shares of Arisz’s common stock, represented in person by virtual attendance or by proxy and entitled to vote at the Annual
Meeting. The voting results were as follows:
| FOR |
|
WITHHELD |
|
BROKER NON-VOTES |
| 3,997,927 |
|
0 |
|
0 |
4.
Auditor Ratification
Stockholders approved the proposal to ratify the
appointment of Marcum LLP, as Arisz’s independent auditors, for the fiscal year ending September 30, 2024 (we refer to this proposal
as the “Auditor Ratification Proposal”). Adoption of the Charter Amendment Proposals required approval by the
affirmative vote of at least 50% of the holders of Arisz’s outstanding shares of Common Stock. The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
| 3,997,927 |
|
0 |
|
0 |
|
0 |
Item 8.01. Other Events.
In connection with the stockholders’ vote
at the Annual Meeting of Stockholders held by the Company on February 5, 2024, 777,050 shares of Common Stock were tendered for redemption.
As a result, approximately $8.66 million (approximately $11.14 per share) will be removed from the Company’s trust account to pay
such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise
taxes, but not including any excise tax, since that date. Following redemptions, the Company will have 2,377,315 shares of Common Stock
outstanding, and approximately $26.5 million will remain in the Company’s trust account.
In connection with the first one (1) month period
Extension, Arisz Investments LLC, the Company's sponsor, will deposit $120,000 into Arisz's trust account prior to February 22, 2024,
on behalf of the Company. Arisz will issue a press release the day after the applicable deadline announcing that the funds have been timely
deposited.
In addition, on February 2, 2024, Arisz irrevocably
waived Finfront Holding Company's obligation under Section 9.8 of the Agreement and Plan of Merger, dated as of January 21, 2022 and as
amended as of April 4, 2022, October 10, 2022, April 24, 2023 and July 28, 2023, by and between Arisz and Finfront Holding Company, Bitfufu
Inc. and Boundary Holding Company to fund to Arisz the amount of $450,000 by February 2, 2024, and agreed to accept the amount of $210,000
in lieu thereof, of which $120,000 shall be used to fund Arisz’s extension through March 22, 2023 and the remainder for working
capital purposes.
Item 9.01. Financial
Statements and Exhibits
(c) Exhibits:
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: February 6, 2024 |
|
| |
|
|
| ARISZ ACQUISITION CORP. |
|
| |
|
|
| By: |
/s/ Fang Hindle-Yang |
|
| Name: |
Fang Hindle-Yang |
|
| Title: |
Chief Executive Officer and Chairman |
|
3
Exhibit 3.1
AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
ARISZ ACQUISITION CORP.
February 5, 2024
Arisz Acquisition Corp., a
corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY
CERTIFY AS FOLLOWS:
1. The name of the Corporation
is “Arisz Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on July 21, 2021.
2. An Amended and Restated
Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 23, 2021 (the
“First Amended and Restated Certificate of Incorporation”).
3. An Amendment to the Amended
and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on May 12, 2023
(the “Second Amended and Restated Certificate of Incorporation”).
4. This Amendment to the Second
Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and the stockholders of
the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
5. The text of Article SIXTH
(E) is hereby amended and restated to read in full as follows:
“E. In the event that the Corporation does
not consummate a Business Combination by (x) 12 months from the consummation of the IPO, (y) up to 18 months from the consummation of
the IPO if the Corporation elects to extend the amount of time to complete a Business Combination in accordance with the terms of the
Investment Management Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company (the “Trust Agreement”)
or (z) up to November 22, 2024, provided that, pursuant to the terms hereof and the Corporation’s amended Trust Agreement, the Corporation
deposits into the Trust Account the amount of $120,000 for each month extended, in the Corporation’s sole discretion whether to
exercise one or more extensions (in any case, such date being referred to as the “Termination Date”), the Corporation shall
(i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely
extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and
(iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and
subject to the requirements of the DGCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of
the DGCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a)
of the DGCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s
plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the DGCL
to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal
to a pro rata share of the Trust Fund plus any pro rata interest earned on the funds held in the Trust Fund and not previously released
to the Corporation or necessary to pay its taxes divided by the total number of IPO Shares then outstanding.”
6. This Amendment was duly
adopted in accordance with the provisions of Section 242 of the DGCL by the vote of shareholders holding the requisite number of
shares required pursuant to the Amended and Restated Certificate of Incorporation at a duly held shareholder meeting.
IN WITNESS WHEREOF, Arisz Acquisition
Corp. has caused this Amendment to the Certificate to be duly executed in its name and on its behalf by an authorized officer as of the
date first set above.
| Arisz Acquisition Corp. |
|
| |
|
| By: |
/s/ Fang Hindle-Yang |
|
| Name: |
Fang Hindle-Yang |
|
| Title: |
Chief Executive Officer |
|
Exhibit 10.1
AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 2 (this
“Amendment”), dated as of February 5, 2024, to the Investment Management Trust Agreement (as defined below)
is made by and between Arisz Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them
in the Trust Agreement.
WHEREAS, the Company
and the Trustee entered into an Investment Management Trust Agreement, dated November 17, 2021 (the “Trust Agreement”);
WHEREAS, the Company
and the Trustee entered into Amendment No. 1 to the Trust Agreement on May 12, 2023;
WHEREAS, Section 1(i) of
the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and
WHEREAS, at the Annual Meeting of the Company
held on February 5, 2024, the Company’s stockholders approved (i) a proposal to amend the Company’s amended and restated
certificate of incorporation giving the Company the right to extend the date by which it must complete a business combination from February 22,
2024 to November 22, 2024 (or such earlier date after February 22, 2024 as determined by the Company’s board of directors)
(the “Extension Amendment”) and thus extend the date on which the Trustee must liquidate the Trust Account if
the Company has not completed its initial business combination from February 22, 2024 to November 22, 2024 (or such earlier date after
February 22, 2024 as determined by the Company’s board of directors);
NOW THEREFORE, IT IS AGREED:
1. Section 1(i) of
the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account
only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”),
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chairman
of the Board or Chief Executive Officer and Chief Financial Officer and, in the case of a Termination Letter in a form substantially similar
to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, complete the liquidation of the Trust Account
and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein;
provided, however, that in the event that a Termination Letter has not been received by the Trustee by (x) the 12 month anniversary of
the closing of the IPO (the “Closing”), (y) in the event that the Company, in accordance with the procedures
set forth in the Registration Statement, extended the time to complete the Business Combination for up to 18 months from the Closing but
has not completed the Business Combination within such 18 month period, the 18 month anniversary of the Closing, or (z) up to November
22, 2024, provided that, pursuant to the terms hereof and the Corporation’s amended and restated certificate of incorporation, the
Corporation deposits into the Trust Account the amount of $120,000 for each month extended, in the Corporation’s sole discretion
whether to exercise one or more extensions (as applicable, the “Applicable Deadline”), the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the
Public Stockholders as of the Applicable Deadline.”
IN WITNESS WHEREOF, the parties have duly executed
this Amendment to the Investment Management Trust Agreement as of the date first written above.
| |
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
| |
|
| |
By: |
/s/
Francis Wolf |
| |
Name: |
Francis Wolf |
| |
Title: |
Vice President |
| |
ARISZ ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Echo Hindle-Yang |
| |
Name: |
Echo Hindle-Yang |
| |
Title: |
Chief Executive Officer |
Acknowledged and Agreed:
| CHARDAN CAPITAL MARKETS, LLC |
|
| |
|
| By: |
/s/ Shai Gerson |
|
| |
Partner and Managing Director of Capital Markets |
|
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