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 15, 2023 (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) |
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(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:
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☒ |
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 |
Common Stock |
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ARIZ |
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The Nasdaq Stock Market LLC |
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Warrants |
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ARIZW |
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The Nasdaq Stock Market LLC |
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Rights |
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ARIZR |
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The Nasdaq Stock Market LLC |
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Units |
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ARIZU |
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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 (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 May 11, 2023, Arisz Acquisition Corp. (“Arisz”) held a special meeting of stockholders
to consider, among other things, proposals to amend Arisz’s amended and restated certificate of incorporation in order to extend
the time Arisz has to complete its initial business combination up to nine (9) times, with each extension allowing for an additional
one (1) month period, from May 22, 2023 to February 22, 2024, provided that Arisz contributes to the trust account established at the
closing of Arisz’s initial public offering for the benefit of its public stockholders (the “Trust Account”)
the amount of $120,000 for each one-month extension, paid on a month-to-month and as-needed basis. At the special meeting, the requisite
number of stockholders voted in favor of these proposals.
On May 15, 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 May 22, 2023 to June 22, 2023 (the “May
2023 Extension”). In connection with the May 2023 Extension, on May 17, 2023,
the Sponsor deposited $120,000 into the Trust Account, on behalf of Arisz, thereby extending the period of time for Arisz
to consummate a business combination to June 22, 2023.
Arisz issued the release distributed herewith
on May 18, 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. |
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Description |
99.1 |
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Press Release |
104 |
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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: May 18, 2023 |
ARISZ ACQUISITION CORP. |
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|
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By: |
/s/ Fang
Hindle-Yang |
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Name: |
Fang Hindle-Yang |
|
Title: |
Chief Executive Officer |
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