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):
July 31, 2023
Liberty Resources Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-40883 |
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86-3485220 |
(Commission File Number) |
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(IRS Employer Identification No.) |
10
East 53rd St.
Suite 3001
New
York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code 1-305-809-7217
(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:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading
Symbol(s) |
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Name of Each Exchange on
Which Registered |
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant |
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LIBYU |
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The Nasdaq Stock Market LLC |
Class A Common Stock, $0.0001 par value per share |
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LIBY |
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The Nasdaq Stock Market LLC |
Redeemable
Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
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LIBYW |
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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 x
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.
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Item 7.01. |
Regulation FD Disclosure. |
On August 1, 2023, Liberty Resources
Acquisition Corp (the “Company”) issued a press release announcing its new website. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission,
such exhibit and the information set forth therein is deemed to have been furnished and shall not be deemed to be “filed”
under the Securities Exchange Act of 1934.
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Item 9.01. |
Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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LIBERTY RESOURCES ACQUISITION CORP. |
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Date: August 1, 2023 |
By: |
/s/ Dato’ Maznah Binti Abdul Jalil |
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Dato’ Maznah Binti Abdul Jalil |
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Chief Executive Officer |
Exhibit 99.1
LIBERTY RESOURCES
ACQUISITION CORP. ANNOUNCES LAUNCH OF NEW INVESTOR RELATIONS WEBSITE
New York, NY –
August 1, 2023 – Liberty Resources Acquisition Corp. (NASDAQ: LIBY, LIBYU, LIBYW) (“Liberty”), a special purpose
acquisition company, announced today the successful launch of a new investor relations website at https://www.liberty-resources.com/.
The investor relations
website features an easy to navigate format and streamlined access to essential investor information, including recent company press releases,
sector information and more.
As previously announced,
Liberty entered into a definitive business combination agreement effective December 15, 2022 that will result in Liberty becoming a wholly
owned subsidiary of Liberty Onshore Energy B.V. (“PubCo”). Through a complex restructuring PubCo will become the resultant
amalgamated parent company and is expected to continue a listing on the Nasdaq Stock Exchange (“NASDAQ”).
About Liberty Resources
Acquisition Corp.
Liberty Resources Acquisition Corp. is a newly
organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization, or similar business combination with one or more businesses. The Company is led by Dato’ Maznah Binti Abdul Jalil,
Liberty’s Chief Executive Officer, and Dato’ Khalid bin Hj Ahmad, Liberty’s Chief Financial Officer. Liberty is sponsored
by Liberty Fields, LLC.
About Caspi Oil Gas LLP
COG is the concession
owner of the Rakushechnoye Oil Field, located in West Kazakhstan. The Rakushechnoye License Block is located onshore Caspian Sea of the
Mangyshlak peninsula, West Kazakhstan. It covers an area of about 287 sq km in the south-western Manghystau Province. Geologically the
field lies within the South Mangyshlak sedimentary basin and the two largest fields, Zhetybai and Uzen, are located approximately 65 kilometers
to the north and 85 kilometers to the northeast, respectively. COG has favorable high-quality oil and gas reserves with API 47 and zero
sulfur. Furthermore, the LPG concentration of C3 + C4 is between 10% - 12% of gas reserves.
No Offer or Solicitation
This press release relates to a proposed
business combination between Liberty and Caspi and is not a proxy statement or solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Liberty and Caspi, 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.
Participants in
the Solicitation
Liberty and its directors and executive officers
may be deemed participants in the solicitation of proxies from its stockholders with respect to the business combination. A list of the
names of those directors and executive officers and a description of their interests in Liberty will be included in the proxy statement/prospectus
for the proposed business combination when available at www.sec.gov. Information about Liberty’s directors and executive officers
and their ownership of Liberty common stock is set forth in Liberty’s prospectus, dated November 3, 2021, as modified or supplemented
by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants
in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes
available. These documents can be obtained free of charge from the source indicated above.
Caspi and its directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Liberty in connection
with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests
in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.
Cautionary Statement Regarding Forward-Looking
Statement
This press release contains statements that constitute
“forward-looking statements,” including with respect to the proposed Business Combination, within the meaning of the federal
securities laws. Forward-looking statements may include, but are not limited to, statements with respect to Caspi’s products, the
likelihood of regulatory approval of such products and their proposed uses; Caspi's growth prospects and Caspi's potential target markets,
as well as the size of those markets; Caspi's projected financial and operational performance; new product and service offerings Caspi
may introduce in the future; the potential business combination, including the implied enterprise value, the expected post-closing ownership
structure and the likelihood and ability of the parties to successfully consummate the potential transaction; the anticipated effect of
the announcement or pendency of the proposed business combination on Liberty’s or Caspi's business relationships, performance, and
business generally; and other statements regarding Liberty’s and Caspi’s expectations, hopes, beliefs, intentions or strategies
regarding the future.
In addition, any statements that refer to
projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intends," "outlook," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should,"
"would," and similar expressions may identify forward-looking statements, but the absence of these words does not mean
that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future
events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should
carefully consider the risks and uncertainties described in the "Risk Factors" section of any proxy statement relating to
the proposed business combination, which is expected to be filed by Liberty with the SEC, other documents filed by Liberty from time
to time with SEC, and any risk factors made available to you in connection with Liberty, Caspi and the transaction. These
forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of Liberty and Caspi),
and other assumptions, that may cause the actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. No assurance can be given that the business combination discussed above will be completed on
the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of Liberty, including those set forth in the Risk Factors section of the Registration Statement and preliminary proxy statement for
the proposed Business Combination. Copies of these documents are or will be available on the SEC’s website, www.sec.gov.
Liberty undertakes no obligation to update these statements for revisions or changes after the date of this release, except as
required by law.
In addition to factors previously disclosed
in Liberty’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among
others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations
expressed in the forward-looking statements: changes in domestic and foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk
that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the proposed business combination or that the approval of the shareholders of
Liberty or Caspi is not obtained; that the required approvals of the Kazakhstan government are not obtained; the restructuring of
Caspi is not finalized or the creditors of Caspi do not consent to the transaction; the inability to complete a PIPE offering in
connection with the proposed business combination; failure to realize the anticipated benefits of the proposed business combination;
risk relating to the uncertainty of the projected financial information with respect to Caspi; the amount of redemption requests
made by Liberty’s shareholders; the overall level of demand for oil and gas and the ability of Caspi to deliver its products
to the global market; general economic conditions and other factors affecting consumer confidence, preferences, and behavior;
disruption and volatility in the global currency, capital, and credit markets; the ability to maintain the listing of
Liberty’s securities on the NASDAQ where it is believed that it will be the first listed company with its operations
principally in Kazakhstan; Caspi’s ability to implement its business strategy; changes in governmental regulation,
Caspi’s exposure to litigation claims and other loss contingencies; disruptions and other impacts to Caspi's business, as a
result of the COVID-19 global pandemic and government actions and restrictive measures implemented in response; stability of Caspi's
suppliers, as well as consumer demand for oil and gas, in light of disease epidemics and health-related concerns such as the
COVID-19 global pandemic; the impact that global climate change trends may have on Caspi and its suppliers and customers or that
regulations seeking to mitigate climate change could adversely affect Caspi’s production; Caspi’s ability to recruit and
retain qualified personnel to deliver their services; any breaches of, or interruptions in, Caspi’s information systems;
fluctuations in foreign currency; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks.
Actual results, performance
or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions
on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance
as projected financial information and other information are based on estimates and assumptions that are inherently subject to various
significant risks, uncertainties, and other factors, many of which are beyond our control. All information set forth herein speaks only
as of the date hereof in the case of information about Liberty and Caspi or the date of such information in the case of information from
persons other than Liberty or Caspi, and we disclaim any intention or obligation to update any forward-looking statements as a result
of developments occurring after the date of this communication. Forecasts and estimates regarding Caspi’s industry and end markets
are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in
whole or in part. Annualized, pro forma, projected, and estimated numbers are used for illustrative purposes only, are not forecasts and
may not reflect actual results.
Contacts
Garry Richard Stein
Liberty Resources Acquisition
Corp.
Phone: 1-305-809-7217
info@liberty-resources.com
MZ Group
Shannon Devine
+1 (203) 741-8811
LIBY@mzgroup.us
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