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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

 

Date of Report (Date of earliest event reported): January 18, 2023

 

AIB Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-41230   N/A
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

875 Third Avenue, Suite M204A

New York, NY 10022

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 380-8128

 

Not Applicable
(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
         
Units, each consisting of one Class A Ordinary Share and one Right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination   AIBBU   The Nasdaq Stock Market LLC
         
Class A Ordinary Shares, par value $0.0001 per share   AIB   The Nasdaq Stock Market LLC
         
Rights, every ten (10) rights entitle the holder to receive one Class A Ordinary Share upon the consummation of an initial business combination   AIBBR   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  

 

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.

 

On January 19, 2023, upon the shareholders’ approval of the Trust Amendment Proposal (as defined below), AIB Acquisition Corporation (the “Company”) entered into an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated January 18, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), to extend the date by which the Company would be required to consummate a business combination from January 21, 2023 to October 21, 2023, or such earlier date as determined by the board of directors of the Company (the “Board”), in its sole discretion.

 

A copy of the Trust Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

On January 20, 2023, the Company issued a promissory note (the “Note”) in the aggregate principal amount of up to $450,000 to AIB LLC, a Delaware limited liability company, the Company’s sponsor (the “Extension Funds”), pursuant to which the Extension Funds will be deposited into the Company’s trust account (the “Trust Account”) for the benefit of each outstanding Class A ordinary share of the Company (“Public Share”) that was not redeemed in connection with the extension of the Company’s termination date from January 21, 2023 to October 21, 2023.

 

The Company will deposit $50,000 per month into the Trust Account, which equates to approximately $0.05 per remaining Public Share, for each calendar month (commencing on January 21, 2023 and on the 21st day of each subsequent month) until October 21, 2023, or portion thereof, that is needed to complete an initial business combination, for up to an aggregate of $450,000. On January 20, 2023, the first installment of the Extension Funds was deposited into the Trust Account. After such funding, the Trust Account contains approximately $10.32 per remaining Public Share outstanding.

 

The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Business Combination, and (b) the date of the liquidation of the Company.

  

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

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Item  5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

 

Item  5.07 Submission of Matters to a Vote of Security Holders.

 

On January 18, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposal were considered and acted upon by the shareholders of the Company:

 

(a) a proposal to amend the Company’s second amended and restated memorandum and articles of association (the “Charter Amendment”) to extend the date by which the Company has to consummate an initial business combination from January 21, 2023 to October 21, 2023 (the “Extension Amendment Proposal”);

 

(b) a proposal to amend the Company’s second amended and restated memorandum and articles of association to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than October 21, 2023 (the “Liquidation Amendment Proposal”);

 

(c) a proposal to amend the Company’s Trust Agreement, to extend the date by which the Company would be required to consummate a business combination from January 21, 2023 to October 21, 2023, or such earlier date as determined by the Board, in its sole discretion (the “Trust Amendment Proposal”); and

 

(d) a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals (the “Adjournment Proposal”).

 

The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.

 

1.Extension Amendment Proposal

 

For   Against   Abstain
7,676,088   1,836,386   0

 

Accordingly, the Extension Amendment Proposal was approved.

 

2.Liquidation Amendment Proposal

 

For   Against   Abstain
7,676,088   1,836,386   0

 

Accordingly, the Liquidation Amendment Proposal was approved.

 

3.Trust Amendment Proposal

 

For   Against   Abstain
7,676,088   1,836,386   0

 

2

 

 

Accordingly, the Trust Amendment Proposal was approved.

 

As there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to shareholders at the Meeting.

 

Shareholders holding 7,623,698 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $78,324,475.94 (approximately $10.27 per share) will be removed from the Trust Account to pay such holders.

 

The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on January 19, 2023. A copy of the Charter Amendment is attached hereto as Exhibit 3.1, and is incorporated by reference.

  

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No.   Description
3.1   An Amendment to the Second Amended and Restated Memorandum and Articles of Association of the Company
10.1   Amendment to the Investment Management Trust Agreement, dated as of January 19, 2023
10.2   Promissory Note Issued to AIB LLC, dated January 20, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

 

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.

 

  AIB Acquisition Corporation
     
Date:  January 23, 2023 By: /s/ Eric Chen
    Name:   Eric Chen
    Title: Chief Executive Officer

 

 

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