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
July 28, 2023 (Date of earliest event reported)
Arisz Acquisition
Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
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001-41078 |
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87-1807866 |
(State or other jurisdiction
of incorporation) |
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(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 1.01 Entry
into a Material definitive Agreement.
Amendment to the Merger Agreement
As previously disclosed,
on January 21, 2022, Arisz Acquisition Corp., a Delaware corporation (“Arisz” or “Parent”),
entered into that certain Agreement and Plan of Merger (as amended as of April 4, 2022, October 10, 2022, April 24, 2023 and as may be
further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between
Arisz and Finfront Holding Company, a Cayman Islands exempted company (the “Company”), pursuant to which
(a) Arisz agreed to form BitFuFu Inc., a Cayman Islands exempted company, as its wholly owned subsidiary (“Purchaser”),
(b) Purchaser agreed to form Boundary Holding Company, a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger
Sub”), (c) Arisz will be merged with and into Purchaser (the “Redomestication Merger”), with
Purchaser surviving the Redomestication Merger, and (d) Merger Sub will be merged with and into the Company (the “Acquisition
Merger”), with the Company surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively,
the “Business Combination”). Following the Business Combination, Purchaser will be a publicly traded company
listed on a stock exchange in the United States. Capitalized terms used herein and not defined herein shall have the meanings ascribed
thereto in the Merger Agreement.
Also as previously disclosed,
on April 4, 2022, each of Purchaser, Merger Sub, Arisz and the Company executed that certain Joinder Agreement to the Merger Agreement,
whereby each of Purchaser and Merger Sub have agreed, effective upon execution, that it shall become a party to the Merger Agreement and
shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties, rights, obligations and conditions
of the Merger Agreement as though an original party thereto.
Also, as previously disclosed, on October 10, 2022, Parent issued a promissory
note for the amount of the Loan in favor of the Company (the “Promissory Note”), pursuant to which Parent may
elect to issue a number of unregistered shares of its common stock, valued for these purposes at $10.00 per share, the aggregate value
of which shall be equal to the outstanding principal amount of the Loan, to the Company or its designee, as payment of its obligations
under the Loan, except in the event that the actual extension costs are less than the Extension Funding Amount, Parent shall wire such
prepayment to such account as designated by the Company.
On July 28, 2023, Arisz and the Company entered
into Amendment No. 4 to the Merger Agreement (“Amendment No. 4”) to provide, among other things: (1) that the
Outside Date for the completion of the Corporation’s business combination, as defined therein be extended from August 1, 2023 to
November 17, 2024 and (2) for an amendment to the payments to be made pursuant to the Promissory Note for the purpose of funding extensions
as set forth therein. In accordance therewith, on July 28, 2023, Arisz and the Company amended and restated the Promissory Note (the “Amended
and Restated Promissory Note”).
The foregoing descriptions
of Amendment No. 4 and the Amended and Restated Promissory Note do not purport to be complete and are qualified in their entirety by the
terms and conditions of the actual Amendment No. 4 and Amended and Restated Promissory Note, which are filed as Exhibits 2.1 and 10.1
hereto, respectively, and 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.
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: August 3, 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 |
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Title: |
Chief Executive Officer |
Exhibit 2.1
Execution Version
AMENDMENT No. 4 TO AGREEMENT AND PLAN OF MERGER
This Amendment dated as
of July 28, 2023 (the “Amendment”) to the Agreement and Plan of Merger (the “Agreement”) which was
made and entered into as of January 21, 2022, by and between Arisz Acquisition Corp., a Delaware corporation (“Parent”),
and Finfront Holding Company, a Cayman Islands exempted company (the “Company”), as amended by Amendments to Agreement
and Plan of Merger dated April 4, 2022, October 10, 2022 and April 24, 2023. Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Agreement.
Recitals
WHEREAS, pursuant to Section
12.2(a) of the Agreement, the Agreement may be amended by a writing signed by Parent and the Company; and
WHEREAS, Parent and the
Company desire to amend the Agreement to reflect changes agreed between the Parties and to clarify certain terms and conditions set forth
therein.
NOW, THEREFORE, in consideration
of the mutual covenants and promises set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:
1. Amendment of Certain Provisions.
Section 9.8. Section 9.8 of the Agreement is hereby
amended in its entirety to read as follows:
“Extension Funding. The Company shall provide a loan
to Parent in the amount of Four Million One Hundred Eighty Thousand Dollars ($4,180,000) for the purpose of funding any payment due in
connection with an extension of the period of time for Parent to consummate a business combination and for working capital purposes (the
“Loan”). The Loan shall be funded and received by Parent in eight installments, in the amount of Seven Hundred Forty
Thousand Dollars ($740,000) on each of October 26, 2022 and January 26, 2023, in the amount of Four Hundred Fifty Thousand Dollars ($450,000)
on April 26, 2023 and in the amount of Four Hundred Fifty Thousand Dollars ($450,000) on each of August 2, 2023, November 2, 2023, February
2, 2024, May 2, 2024 and August 2, 2024 (it being agreed that if any of the foregoing dates is not a Business Day, then the applicable
installment shall be funded and received by Parent on the first Business Day thereafter).
Of each such installment, the sum of Six Hundred Ninety Thousand
Dollars ($690,000) (for the Loan installment extended on each of October 26, 2022 and January 26, 2023), Three Hundred Sixty Thousand
Dollars ($360,000) (for the Loan installment extended on April 26, 2023) and Three Hundred Sixty Thousand Dollars ($360,000) (for the
Loan installment to be extended on each of August 2, 2023, November 2, 2023, February 2, 2024, May 2, 2024 and August 2, 2024) (each,
an “Extension Funding Amount”) shall be used to cover the extension costs, and the remaining balance of each Loan installment
shall be used for working capital. In the event that the actual extension costs are less than the Extension Funding Amount, Parent shall
promptly repay the difference between such actual extension costs and the Extension Funding Amount. Parent shall issue a promissory note
for the amount of the Loan in favor of the Company (the “Promissory Note”).The Promissory Note shall be subject to
such additional terms and conditions customary for instruments of this type.”
Section 10.3. Section 10.3 of the Agreement
is hereby amended by adding the following provision:
“(h) The Parent Parties shall have
performed, and shall have caused the Sponsor and the Buyer (as defined in the agreement dated October 13, 2022 by and among Parent, the
Company, Purchaser and the Sponsor (the “Backstop Agreement”)) to perform, all of their respective obligations under
the Backstop Agreement, including the Buyer’s obligation to purchase no less than US$2.0 million worth of Parent Common Shares or
Class A ordinary shares of Purchaser, as specified therein.”
Section 11.1(b). Section 11.1(b) of the Agreement is
hereby amended in its entirety to read as follows:
“(b) by any of the Parent Parties, if any of the representations
or warranties of the Company set forth in Article V shall not be true and correct, or if the Company has failed to perform any covenant
or agreement on the part of the Company set forth in this Agreement (including an obligation to consummate the Closing and including the
obligation to fund the Loan no later than each of the dates provided for in Section 9.8), in each case such that the conditions to Closing
set forth in Section 10.2 would not be satisfied and the breach or breaches causing such representations or warranties not to be true
and correct, or the failure to perform any covenant or agreement, as applicable, are not cured (or waived by the Parent Parties) by the
earlier of (i) the Outside Date or (ii) 20 days after written notice thereof is delivered to the Company (except in the case of a failure
by the Company to fund any Loan installment required by Section 9.8, which must be cured no later than five (5) days after the due date
thereof); provided, however. that the Parent Parties shall not have the right to terminate this Agreement pursuant to this Section 11.1(b)
if any Parent Party is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not
been cured;”
Section 11.1(d)(i). Section 11.1(d)(i)
of the Agreement is hereby amended in its entirety to read as follows:
“on or after November 17, 2024 (the “Outside Date”),
if the Acquisition Merger shall not have been consummated prior to the Outside Date; provided, however, that the right to terminate
this Agreement under this 11.1(d)(i) shall not be available to a Party if the failure of the Acquisition Merger to have been consummated
on or before the Outside Date was due to such Party’s breach of or failure to perform any of its representations, warranties, covenants
or agreements set forth in this Agreement; provided further, that in the event the period of time to consummate a business combination
shall be extended beyond November 17, 2024 pursuant to the terms of the Company’s Organizational Documents and the Investment Management
Trust Agreement, the Outside Date shall be automatically extended to the last date of the extended period without any further action on
the part of any Party.”
2. Miscellaneous.
(a)
Except as expressly provided in this Amendment, the Agreement shall remain in full force and effect, and all references to “this
Agreement” in the Agreement shall mean the Agreement as further amended by this Amendment. In the event of a conflict between the
terms of this Amendment and the Agreement, the terms of this Amendment shall prevail over and supersede the conflicting terms in the Agreement.
(b) Section
9.7 (Confidentiality), Section 12.1 (Notices), Section 12.5 (Publicity), Section 12.8 (Governing Law), Section 12.9 (Waiver of Jury Trial),
and Section 12.10 (Submission to Jurisdiction) of the Agreement shall apply to this Amendment mutatis mutandis as if set out herein.
(c) This
Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute
but one and the same instrument. This Amendment will become effective when duly executed and delivered by each of the parties hereto.
Counterpart signature pages to this Amendment may be delivered by electronic delivery (i.e., by email of a PDF signature page) and each
such counterpart signature page will constitute an original for all purposes.
[The remainder of this page intentionally left blank;
signature pages to follow]
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the day and year first above written.
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Parent:
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 |
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the day and year first above written.
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Company:
FINFRONT HOLDING COMPANY |
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|
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By: |
/s/ LU Liang |
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Name: LU Liang
Title: Director |
5
Exhibit 10.1
PROMISSORY NOTE
Dated: October 9, 2022
FOR VALUE RECEIVED, Arisz
Acquisition Corp., a Delaware corporation (the “Maker”) hereby promises to pay to Finfront Holding Company, a Cayman
Islands exempted company (the “Payee”) an amount equal to the sum of all amounts that shall have been advanced (each
such advance, an “Advance”) to Maker by Payee for a total of $4,180,000 as set forth on Schedule I attached hereto,
and then remains unpaid, in lawful money of the United States of America, together with (a) interest at the applicable Interest Rate (as
hereinafter defined) for each Advance on the principal amount of such Advance, in the case of each such Advance for the period beginning
on (and including) the date of such Advance and ending on (but excluding) the date on which such Advance is paid in full, and (b) all
charges, amounts and other sums due and payable hereunder. This Note is being made by Maker to evidence Maker’s obligation to repay
amounts advanced by Payee.
This Note is being issued
in connection with the Agreement and Plan of Merger which was made and entered into as of January 21, 2022, by and between the Payee and
the Maker, as amended from time to time.
1.
Maturity. All outstanding principal under this Note shall be due on November 17, 2024 (the “Maturity Date”).
The Maturity Date of this Note may be extended from time to time with the written consent of the Payee.
2.
Interest. Interest on the amount of each Advance shall accrue in arrears at the Interest Rate for such Advance for
the period from (and including) the date of such Advance or, if later, the most recent date on which interest has been paid on such Advance,
and all accrued and unpaid interest shall be due on the Maturity Date. The term “Interest Rate” shall mean, for each
Advance, the sum of three and one half percent (3.5%) per annum. Interest on the unpaid principal balance of each Advance shall at all
times be computed on the basis of a 365-day year for the period beginning on (and including) the date of such Advance and ending on the
date on which such Advance is paid in full.
3.
Payment; Event of Default. The principal amount of this Note shall be due and payable on the Maturity Date. The Maker
may elect to issue a number of unregistered shares of the Maker’s common stock, valued for these purposes at $10.00 per share, the
aggregate value of which shall be equal to the outstanding principal amount of this Note, to the Payee or its designee on or prior to
the Maturity Date in lieu of paying all outstanding principal under this Note. For the avoidance of doubt, the Maker may not elect to
make any payment in kind with respect to the mandatory prepayment under Section 7 of this Note. Notwithstanding the foregoing, the unpaid
outstanding principal shall, at the option of the Payee, become due and payable without notice or demand, upon the happening of any one
of the following specified events (each, an “Event of Default”): (a) the Maker shall fail to pay any principal or interest
when due under Sections 1, 2 and 7; (b) the Maker shall fail to perform or observe any other material term, covenant or agreement contained
herein on its part to be performed or observed; (c) the Maker shall fail to discharge and pay any material judgments entered against it;
or (d) the Maker shall (i) admit in writing its inability to pay its debts generally as they become due; (ii) commence a voluntary case
under Title 11 of the United States Code as from time to time in effect; (iii) file an answer or other pleading admitting or failing to
deny the material allegations of a petition filed against it commencing an involuntary case under said Title 11, or seek, consent to or
acquiesce in the relief therein provided, or fail to controvert timely the material allegations of any such petition; (iv) have an order
for relief entered against the Maker in any involuntary case commenced under said Title 11; (v) seek relief as a debtor under any applicable
law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or
alteration of the rights of creditors, or consent to or acquiesce in such relief; (vi) have an order entered against the Maker by a court
of competent jurisdiction (A) finding it to be bankrupt or insolvent, (B) ordering or approving its liquidation, reorganization or any
modification or alteration of the rights of its creditors, or (C) assuming custody of, or appointing a receiver or other custodian for,
all or a substantial part of its property; or (iv) make a general assignment for the benefit of its creditors, or appoint or consent to
the appointment of a receiver or other custodian for all or a substantial part of its assets.
Upon the occurrence of
any one or more Events of Default, the Payee may proceed to protect and enforce its rights by suit in equity, action at law or by other
appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise
of any power granted in this Note, or may proceed to enforce the payment of this Note, or to enforce any other legal or equitable right
of the Payee. The Payee may direct the time, method and place of conducting any proceeding for any remedy available to it. In case of
any Event of Default under this Note, the Maker shall pay to the Payee such amount as shall be sufficient to cover the reasonable costs
and expenses of the Payee due to such Event of Default or in enforcing or collecting this Note.
4.
Waiver. The Maker hereby waives presentment and demand for payment, notice of dishonor, valuation and appraisement,
protest and notice of protest with respect to this Note.
5.
Voluntary Prepayment. Subject to Section 7, the Maker may prepay this Note without premium or penalty, in whole or
in part, at any time.
6.
Application of Payments. Unless the Payee elects otherwise, all payments and prepayments on account of the indebtedness
evidenced by this Note shall be applied in the following order of priority: first, to the payment of all fees, costs and expenses
incurred by the Payee pursuant to this Note; second, to the payment of any accrued and unpaid interest (applied to pay interest
outstanding on some or all of the outstanding Advances, as determined by the Maker); and third, to repayment of the then remaining
principal balance of the indebtedness evidenced by this Note (applied to some or all of the outstanding Advances, as determined by the
Maker).
7.
Use of Advances; Mandatory Prepayment. The Maker undertakes to apply each Advance under this Note as follows: the
sum of Six Hundred Ninety Thousand Dollars ($690,000) (for the Loan installment extended on each of October 26, 2022 and January 26, 2023),
Three Hundred Sixty Thousand Dollars ($360,000) (for the Loan installment extended on April 26, 2023) and Three Hundred Sixty Thousand
Dollars ($360,000) (for the Loan installment to be extended on each of August 2, 2023, November 2, 2023, February 2, 2024, May 2, 2024
and August 2, 2024) (each, an “Extension Funding Amount”) shall be used to cover the extension costs, and the remaining
balance of each Loan installment shall be used for working capital. In the event that any of the extension costs referred in clause (a)
of the preceding sentence actually incurred by the Payee are less than the Extension Funding Amount, the Maker shall, immediately, but
in no event later than five (5) business days following each extension date under the Maker’s organizational documents, prepay the
difference between the Extension Funding Amount and the amount of such extension costs actually incurred by the Maker, and wire such prepayment
to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. Alternatively,
the parties may agree to reduce the amount of an upcoming Advance in a manner consistent with this Section 7.
8.
Advances. Payee is hereby authorized to record on Schedule I hereto (a) the date of each Advance and/or each payment
or prepayment of principal of any Advances and (b) the name of the person making notations with respect to (a) and (b); and Payee shall
deliver to the Maker a copy of Schedule I promptly after making each such notation. No failure to so record or any error in so recording
shall affect the obligation of the Maker to repay the Advances hereunder, as provided in this Note, and the outstanding principal balance
of the Advances as set forth in Schedule I shall be presumed to be correct.
9.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by
any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted
assignment without the required consent shall be void.
10.
Miscellaneous.
(a)
Any notice or other communication required or permitted to be given under this Note will be sufficient if it is in writing,
sent to the applicable address set forth below (or as otherwise specified by any party by notice to the other parties in accordance with
this Section 10(a)) and delivered personally, mailed by certified or registered first-class mail or sent by recognized overnight courier,
postage prepaid, and will be deemed given (i) when so delivered personally, (ii) if mailed by certified or registered first-class mail,
three business days after the date of mailing, or (iii) if sent by recognized overnight courier, one day after the date of sending.
if to the Payee :
Finfront Holding Company.
111 North Bridge Road, #15-01
Peninsula Plaza, Singapore 179098
Attention: Liang Lu
Email: leo@bitfufu.com
with a copy to (which shall not constitute
notice);
Wilson Sonsini Goodrich & Rosati
Professional Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue
Chaoyang District, Beijing 100022
The People’s Republic of China
Attention: Dan Ouyang, Esq./Ronnie K. Li, Esq.
Email: douyang@wsgr.com/keli@wsgr.com
if to the Maker:
Arisz Acquisition Corp.
c/o MSQ Ventures
12 East 49th Street, 17th Floor
New York, NY 10017
Attn: Ms. Fang Hindle-Yang
Email: Hindleyang@ariszacquisition.com
with a copy to (which shall not constitute
notice):
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attn: Mitchell Nussbaum
Email: mnussbaum@loeb.com
(b)
There shall be a grace period of ten (10) days in the payment of all sums due under this Note and the performance of the
Maker’s other obligations hereunder. All payments shall be made in lawful money of the United States of America, in immediately
available funds.
(c)
This Note shall be binding upon and inure to the benefit of the Maker and the Payee and their respective successors and
permitted assigns (in the case of the Payee, permitted registered assigns), and shall not be assigned by the Maker or the Payee without
the prior written consent of the other party.
(d)
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.
(e)
Any term of this Note may be amended or modified or the observance of any term of this Note may be waived (either generally
or in a particular instance) only with the written consent of the Maker and the Payee.
(f)
The terms and provisions of this Note are severable. In the event of the unenforceability or invalidity of any one or more
of the terms, covenants, conditions or provisions of this Note under federal, state or other applicable law, such unenforceability or
invalidity shall not render any other term, covenant, condition or provision hereunder unenforceable or invalid.
[Signature page follows]
IN WITNESS WHEREOF, the
Maker has duly executed and delivered this Note as of the day and year first written above.
| |
MAKER
ARISZ ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Fang Hindle-Yang |
| |
|
Name: Fang Hindle-Yang
Title: Chief Executive Officer |
ACCEPTED AND AGREED:
PAYEE
FINFRONT HOLDING COMPANY |
| |
| By: |
/s/ LU Liang |
| |
Name: LU Liang
Title: Director |
SCHEDULE I
|
Date of Advance |
Amount of Advance |
Notations Made By |
| October 26, 2022 |
$740,000 |
Funded on October 24, 2022 |
| January 26, 2023 |
$740,000 |
Funded on January 20, 2023 |
| April 26, 2023 |
$450,000 |
Funded on April 25, 2023 |
| August 2, 2023 |
$450,000 |
|
| November 2, 2023 |
$450,000 |
|
| February 2, 2024 |
$450,000 |
|
| May 2, 2024 |
$450,000 |
|
| August 2, 2024 |
$450,000 |
|
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