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): March 25, 2024
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
On March 25, 2024, Liberty Resources Acquisition Corp. (the “Company”) received written notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that in connection with the hearing on March 7, 2024 for previously disclosed on Form 8-K on December 8, 2023, Nasdaq had determined that the Company’s common stock will be delisted from Nasdaq (the “Decision”) because of its failure to comply with Listing Rules 5450(b)(2)(A), 5450(b)(2)(B), 5450(a)(2), and Rule 5620(a). The Nasdaq notice also advises the Company of its right to request an appeal of the Decision within fifteen (15) days. If the Company does not appeal, Nasdaq will file a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission when all internal procedural periods have run.
The Company plans to appeal the Decision. Trading of the Company’s common stock will be suspended at the opening of business on March 27, 2024. The Company intends to work with OTC Markets to facilitate the trading of the Company’s shares on the OTC Markets.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors: Appointment of Principal Officers
Appointment of Director
The board of directors (the “Board”) of Liberty Acquisition Corp. has appointed William H. Van Vliet III as an independent director, effective as of March 25, 2024. The Board also appointed William H. Van Vliet III to the audit committee of the Board and the compensation committee of the Board. There are no transactions in which William H. Van Vliet III has an interest that would be required to be reported under Item 404(a) of Regulation S-K.
Resignation of Director
On March 25, 2024, Garry Stein resigned from the Board, for personal reasons set forth in his correspondence to Dato’ Maznah Abdul Jalil, the Company’s Chairman, Chief Executive Officer and Director, a copy of which is attached as Exhibit 99.1. Garry Stein was an independent director and served on the audit committee and the compensation committee of the Board. His resignation is effective March 25, 2024.
Item 7.01 Regulation FD Disclosure
On March 28, 2022, the Company issued a press release announcing the appointment of William H. Van Vliet III to the Board and the resignation of Garry Stein. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2.
Forward Looking Statements.
The Company cautions you that the statements included in this Current Report, that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negatives of these terms or other similar expressions. These statements are based on the Company’s current beliefs and expectations. These forward-looking statements include statements regarding the Company’s ability to successfully appeal the Staff’s delisting determination, or if it does, its ability to regain and maintain compliance with the listing standards of Nasdaq. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this Form 8-K due to the risks and uncertainties inherent in the Company’s business. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of uncertainties and risks that could significantly affect its current plans to file periodic reports with the Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K, and the Company undertakes no obligation to revise or update this Form 8-K. All forward-looking statements are qualified in their entirety by this cautionary statement. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to those set forth under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC and its subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it was made. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Item 9.01. Exhibits.
| Exhibit Number |
Description of Exhibit |
|
| 99.1 | Resignation Letter dated March 25, 2024. | |
| 99.2 | Press Release dated March 28, 2024. | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
SIGNATURES
Under the requirements of the Securities Exchange Act of 1934, as amended, the Company has caused this report to be signed by the duly authorized undersigned.
| LIBERTY RESOURCES ACQUISITION CORP. | ||
| Date: March 27, 2024 | By: | /s/ Dato’ Maznah Binti Abdul Jalil |
| Dato’ Maznah Binti Abdul Jalil | ||
| Chief Executive Officer | ||
Exhibit 99.1
Garry R. Stein
25 March 2024
Liberty Resources Acquisition Corp.
10 E. 53rd St. Suite 3001
New York, NY 10022
United States of America
| Attention: Dato’ Maznah Binti Abdul Jalil, Chair & CEO | VIA email |
Dear Madam Chair:
It is with regret that I inform you of my decision to resign from my position on the Board of Liberty Resources Acquisition Corp., effective immediately.
I feel I can no longer contribute the time required of me by Liberty and am concerned about my ability to contribute to a successful transaction.
As I have been involved in many aspects of the proposed transaction, payables, and our bank accounts, please arrange for the transfer of these responsibilities to another party.
I wish you, Liberty Resources, and my fellow directors the best of success in your future endeavours.
Sincerely,
Garry R. Stein
cc: Andrew M. Tucker, Nelson Mullins Riley & Scarborough LLP
Exhibit 99.2
LIBERTY RESOURCES ACQUISITION CORP. ANNOUNCES THE APPOINTMENT OF A NEW DIRECTOR AND RESIGNATION OF EXISTING DIRECTOR
New York, NY — March 28, 2024—Liberty Resources Acquisition Corp (“Liberty” or the “Company”) (Nasdaq: LIBYU, LIBY, LIBYW), today announced the appointment of William H. Van Vliet III as a new independent member of its board of directors (“Board”) effective as of March 25, 2024. The Company also announced that Garry Stein has resigned from the Board for personal reasons, effective as of March 25, 2024.
William H. Van Vliet III graduated in 1985 from the Naval Engineering Systems School at the Naval Training Centre in Great Lakes, Illinois. He has over 31 years of experience in international business and 22 years of experience in the oil and gas industry. In 1994, Mr. Van Vliet III founded Universal Communications Network, and in 2007, served as an advisor to the Group Managing Director of Oilcorp Berhad. In 2007, Mr. Van Vliet III also founded Renewable Fuel Corp., Inc. and served as its Chairman and Chief Executive Officer. In 2014, he was appointed as the Special Project Advisor to the Chief Executive Officer of KNM Global Limited and in 2015, he was appointed as the Chief Executive Officer and Director of W.E. Smith Pty Ltd.
About Liberty Resources Acquisition Corp.
Liberty Resources Acquisition Corp. is a blank check company, which was formed to acquire one or more businesses and assets, via a merger, capital stock exchange, asset acquisition, stock purchase, and reorganization. Liberty was formed to effect a business combination focusing on the natural resources industry, specifically within the oil and gas sectors.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking statements are statements that are not historical facts and 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 on Form S-1 and annual report on Form 10-K filed with the SEC. Copies are available on the SEC’s website, www.sec.report. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained, except as required by law.
Contact
Dato’ Maznah Binti Abdul Jalil
Liberty Resources Acquisition Corp.
Phone: 1-305-809-7217