Current Report Filing (8-k)
May 15 2023 - 4:16PM
Edgar (US Regulatory)
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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
May 11, 2023
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, |
|
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).
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 a special meeting of stockholders (the “Special Meeting”) on
May 11, 2023 at 10:00 a.m. Eastern Time. The Special Meeting was held via teleconference. There were 8,901,389 shares of the Company’s
Common Stock, par value $0.0001 per share, (the “Common Stock”) outstanding on the record date, April 6, 2023.
There were 8,138,900 shares of common stock of the Company present at the Special Meeting in person or represented by proxy, which is
91.43% of the total shares of Common Stock outstanding, thereby constituting a quorum. Summarized below are the results of the matters
voted on at the Special Meeting.
Stockholders approved the proposal to amend
the Company’s amended and restated certificate of incorporation, to (a) 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 May 22, 2023 to February 22, 2024 (the latest such date
actually extended being referred to as the “Extended Termination Date”); and (b) change Section 6(D) of
the Charter to modify the net tangible asset requirement (the “NTA Requirement”) to state that the Arisz
will not consummate any business combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation of such
business combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as
amended (the “NTA Amendment”). We refer to these proposals as the “Charter Amendment
Proposals.” Adoption of the Charter Amendment Proposals 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 |
7,439,203 |
|
473,179 |
|
226,518 |
|
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.
Stockholders approved the
proposal to amend the investment management trust agreement, dated as of November 17, 2021 (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 February 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 |
7,439,203 | |
473,179 | |
226,518 | |
0 |
Item 8.01. Other Events.
In
connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on May 11, 2023, 3,745,635 shares
of Common Stock were tendered for redemption. As a result, approximately $39.18 million (approximately $10.46 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 5,155,754 shares of Common Stock outstanding, and approximately $33.02 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 May 22, 2023, 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.
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: May 15, 2023 |
|
|
|
|
ARISZ ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Fang Hindle-Yang |
|
Name: |
Fang Hindle-Yang |
|
Title: |
Chief Executive Officer and Chairman |
|
2
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