425

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): May 24, 2023

Liberty Resources Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-40883	86-3485220
(Commission File Number)	(IRS Employer Identification No.)

10 East 53rd St.

Suite 3001

New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 1-305-809-7217

(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:

x 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 share of Class A Common Stock and one Redeemable Warrant	LIBYU	The Nasdaq Stock Market LLC
Class A Common Stock, $0.0001 par value per share	LIBY	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	LIBYW	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 x

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in the Notification of Late Filing on Form 12b-25 filed on May 15, 2023 by Liberty Resources Acquisition Corp., a Delaware corporation (the “Company”), with the Securities and Exchange Commission, the Company determined that it required additional time to complete its Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the “Q1 10-Q”) within the prescribed time period and expected to receive notice from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) that the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1). The Company received such notice (the “Letter”) on May 24, 2023, which has no immediate effect on the listing or trading of the Company’s common stock on the NASDAQ Global Select Market. Pursuant to the Letter, by July, 23 2023 (60 calendar days of the date of Letter) the Company is required to submit a plan to regain compliance with NASDAQ’s filing requirements for continued listing, upon acceptance of which NASDAQ may grant an extension of up to 180 days for the Company to regain compliance with NASDAQ’s filing requirements for continued listing. The Company anticipates that it will file the Q1 10-Q prior to July 23, 2023, eliminating the applicability of submission a formal plan to regain compliance.

A press release dated May 30, 2023, disclosing the Company’s receipt of the Compliance Letter is attached as Exhibit 99.1.

Item 9.01. Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release, dated May 30, 2023.
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIBERTY RESOURCES ACQUISITION CORP.
Date: May 30, 2023	By:	/s/ Dato’ Maznah Binti Abdul Jalil
		Dato’ Maznah Binti Abdul Jalil
		Chief Executive Officer

EX-99.1

Exhibit 99.1

Liberty Resources Acquisition Corp. Discloses Receipt of NASDAQ Notice

Miami, Florida, May 30, 2023 - On May 24, 2023, Liberty Resources Acquisition Corp. (“Liberty” or the “Company”) (Nasdaq: LIBY, LIBYW, LIBYU), a special purpose acquisition company, received a letter (the “Letter”) from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that, as a result of not having timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the “Q1 10-Q”) by May 15, 2023 with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the SEC.

As previously disclosed in the Notification of Late Filing on Form 12b-25 filed on May 15, 2023, the Company expected to receive the Letter because it had not timely filed the Q1 10-Q with the SEC and the Company had determined that it required additional time.

The Letter has no immediate effect on the listing of the Company’s common stock on the NASDAQ Global Select Market. Pursuant to the Letter, the Company has 60 days following the receipt of the Notice within which to submit a plan to NASDAQ showing how it intends to regain compliance. The Company intends to file the Q1 10-Q as soon as possible, and in any case before the 60 days conclude, and thereafter, believes the Company will be in compliance with all of the NASDAQ continued listing requirements.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Garry Richard Stein

Liberty Resources Acquisition Corp.

Phone: 1-305-809-7217