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
November 30, 2021 (November 24, 2021)
Date of Report (Date of earliest event reported)
Arisz Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41078 | 87-1807866 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
199 Water St, 31st Floor New York, NY |
10038 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 212-845-9945
N/A
(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 |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | ARIZ | The Nasdaq Stock Market LLC | ||
| Warrants | ARIZW | The Nasdaq Stock Market LLC | ||
| Rights | ARIZR | The Nasdaq Stock Market LLC | ||
| Units | ARIZU | 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 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events
As previously disclosed on a Current Report on Form 8-K dated November 23, 2021, Arisz Acquisition Corp. (the “Company”), consummated its initial public offering (“IPO”) of 6,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”), one right to receive one-twentieth (1/20) of a share of Common Stock upon the consummation of an initial business combination and one redeemable warrant entitling the holder thereof to purchase three-fourths (3/4) of a share of Common Stock at a price of $11.50 per whole share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any.
As also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Arisz Investment LLC (the “sponsor”) and Chardan Capital Markets, LLC of 193,889 units and 60,000 units, respectively (the “Private Units”), generating total proceeds of $2,538,886.
Subsequently, on November 22, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on November 24, 2021. The total aggregate issuance by the Company of 900,000 units at a price of $10.00 per unit resulted in total gross proceeds of $9,000,000. On November 24, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 13,500 Private Units and 9,000 Private Units to the sponsor and Chardan Capital Markets, LLC, respectively, generating gross proceeds of $225,000. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
A total of $69,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on November 22, 2021 and November 24, 2021, were placed in a trust account established for the benefit of the Company’s public stockholders. Included with this report as Exhibit 99.1 is an unaudited pro forma balance sheet as of November 24, 2021 reflecting the exercise of the over-allotment option.
1
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 |
2
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: November 30, 2021 |
||
| ARISZ ACQUISITION CORP. | ||
| By: | /s/ Echo Hindle-Yang | |
| Name: | Echo Hindle-Yang | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
| Unaudited Pro Forma Balance Sheet as of November 24, 2021 | F-2 | |
| Notes to Unaudited Pro Forma Financial Statement | F-3 |
F-1
ARISZ ACQUISITION CORP.
PRO FORMA BALANCE SHEET
November 24, 2021
| November 22, | Pro Forma Adjustments | As Adjusted | ||||||||||
| 2021 | (Unaudited) | (Unaudited) | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash | $ | 845,611 | $ | (190,300 | )(d) | $ | 655,286 | |||||
| (25 | )(e) | |||||||||||
| Prepaid expense | 108,816 | - | 108,816 | |||||||||
| Total current assets | 954,427 | (190,325 | ) | 764,102 | ||||||||
| Cash held in trust account | 60,000,000 | 9,000,000 | (a) | 69,000,000 | ||||||||
| 225,000 | (b) | |||||||||||
| (225,000 | )(c) | |||||||||||
| Total Assets | $ | 60,954,427 | $ | 8,809,675 | $ | 69,764,102 | ||||||
| Liabilities, Temporary Equity, and Stockholders’ Deficit | ||||||||||||
| Current liabilities | ||||||||||||
| Accrued offering costs and expenses | $ | 316,404 | $ | (190,300 | )(d) | $ | 126,104 | |||||
| Total current liabilities | 316,404 | (190,300 | ) | 126,104 | ||||||||
| Deferred underwriting fee payable | 2,250,000 | 337,500 | (c) | 2,587,500 | ||||||||
| Total Liabilities | 2,566,404 | 147,200 | 2,713,604 | |||||||||
| Commitments and Contingencies | ||||||||||||
| Common stock subject to possible redemption, 6,000,000 and 6,900,000 shares at conversion value of $10.00 per share, as actual and adjusted, respectively | 60,000,000 | 9,000,000 | (a) | 69,000,000 | ||||||||
| Stockholders’ Deficit | ||||||||||||
| Common stock, $0.0001 par value; 15,000,000 shares authorized; 1,978,889 and 2,001,389 shares issued and outstanding, as actual and adjusted, respectively (excluding 6,000,000 and 6,900,000 shares subject to possible redemption, as actual and adjusted, respectively) | 198 | 2 | (b) | 200 | ||||||||
| Additional paid-in capital | - | - | - | |||||||||
| Accumulated deficit | (1,612,175 | ) | 224,998 | (b) | (1,949,702 | ) | ||||||
| (562,500 | )(c) | |||||||||||
| (25 | )(e) | |||||||||||
| Total Stockholders' Deficit | (1,611,977 | ) | (337,525 | ) | (1,949,502 | ) | ||||||
| Total Liabilities, Temporary Equity, and Stockholders’ Deficit | $ | 60,954,427 | $ | 8,809,675 | $ | 69,764,102 | ||||||
The accompany notes are an integral part of the pro forma financial statement.
F-2
ARISZ ACQUISITION CORP.
NOTES TO PRO FORMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Option and Additional Private Placement
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of ARISZ Acquisition Corp. (the “Company”) as of November 24, 2021, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on November 24, 2021 as described below.
On November 22, 2021, the Company consummated the initial public offering (“IPO”) of 6,000,000 units (the “Public Units”), which excludes the over-allotment option in the amount of 900,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $60,000,000. Simultaneously with the closing of the IPO, the Company sold to its Sponsor, Arisz Investments LLC (the “Sponsor”, a Delaware limited liability company affiliated with the Company’s Chairman and Chief Executive Officer) and Chardan Capital Markets LLC (“Chardan”) (and/or their designees) 253,889 units at $10.00 per unit (the “Private Units”) in a private placement, generating gross proceeds of $2,538,886.
The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any. On November 24, 2021, the underwriters fully exercised the over-allotment option and purchased 900,000 units (the “Over-allotment Units”) at a price of $10.00 per Unit, generating gross proceeds of $9,000,000. Upon the closing of the Over-allotment on November 24, 2021, the Company consummated the sale of additional 22,500 Private Units (the “Additional Private Units”) with the Sponsor and Chardan at a price of $10.00 per Private Unit, generating total proceeds of $225,000.
Upon closing of the IPO, the Private Units, the sale of the Over-allotment Units and the sale of the Additional Private Units, a total of $69,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account with Continental Stock Transfer& Trust acting as trustee.
As the over-allotment option was fully exercised, no portion of the insider shares are subject to forfeiture.
Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option described above are as follows:
| Pro Forma Entries | Debit | Credit | ||||||
| (a) Cash and investments held in trust account | $ | 9,000,000 | ||||||
| Common stock subject to possible redemption | $ | 9,000,000 | ||||||
| To record sale of 900,000 Over-allotment Units at $10.00 per Unit | ||||||||
| (b) Cash held in trust account | $ | 225,000 | ||||||
| Common stock | $ | 2 | ||||||
| Additional paid-in capital | $ | 224,998 | ||||||
| To record sale of 22,500 Additional Private Units at $10.00 per Unit | ||||||||
| (c) Additional paid-in capital | $ | 562,500 | ||||||
| Cash held in trust account | $ | 225,000 | ||||||
| Deferred underwriting fee payable | $ | 337,500 | ||||||
| To record payment of cash underwriting fee and deferred underwriting fee arising from sale of Over-allotment Units | ||||||||
| (d) Accrued offering costs and expenses | $ | 190,300 | ||||||
| Cash | $ | 190,300 | ||||||
| To record payment of accrued offering costs and expenses | ||||||||
| (e) Accumulated deficit | $ | 25 | ||||||
| Cash | $ | 25 | ||||||
| To record bank service charge | ||||||||
F-3