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):
April 23, 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) |
| |
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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 |
|
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 April 23, 2024, Liberty
Resources Acquisition Corp. (the “Company”) received a written notice (the “Notice”)
from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) indicating that because
the Company has not yet filed its Form 10-K for the year ended December 31, 2023, the Company is not in compliance with Nasdaq Listing
Rule 5250(c)(1). The Notice states the Company should present its views with respect to this deficiency to the Nasdaq Listing and Hearing
Review Council (the “Council”) in writing no later than April 30, 2024.
The Notice further
states that the Council will consider this matter in rendering a determination regarding the Company’s appeal of the March 24,
2024 decision of the Nasdaq Listing Qualifications Panel. The Company, by filing this Current Report on Form 8-K and the attached press release, discloses its
receipt of the Notice in accordance with Nasdaq Listing Rule 5810(b).
A copy of the press release
is attached as Exhibit 99.1 and is incorporated by reference.
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.
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LIBERTY RESOURCES ACQUISITION CORP. |
| |
|
|
| Date: April 29, 2024 |
By: |
/s/ Dato’ Maznah Binti Abdul Jalil |
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|
Dato’ Maznah Binti Abdul Jalil |
| |
|
Chief Executive Officer |
