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 February 23, 2023 (Date of earliest event reported): February 9, 2023
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 and Zip Code)
Registrant’s
telephone number, including area code: (919) 699-9827
(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 (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 |
|
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
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
February 7, 2023, 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 February 22, 2023 to May 22, 2023 (the “Extension”).
The Extension provides Arisz with additional time to complete its proposed business combination with BitFuFu. The Extension is the second
and last of up to two three-month extensions permitted under Arisz’s governing documents.
In
connection with the Extension and prior to February 22, 2023, 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. On February 9, 2023 the Extension Funding Amount was deposited into the Trust Account, thereby extending the period of time for Arisz
to consummate a business combination to May 22, 2023.
The
Company issued the release distributed herewith on February 23, 2023. The materials attached as Exhibit 99.1 are incorporated by reference
herein.
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.
Item
9.01. Financial Statements and Exhibits.
Exhibit No. |
|
Description |
99.1 |
|
Press Release |
104 |
|
Cover Page Interactive
Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 23,
2023 |
ARISZ ACQUISITION CORP. |
|
|
|
By: |
/s/
Fang Hindle-Yang |
|
Name: |
Fang Hindle-Yang |
|
Title: |
Chief Executive Officer |
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