UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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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).
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).
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If an emerging growth company, indicate by check
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standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Arisz Acquisition Corp. (“Arisz” or the “Company”) held a special meeting of stockholders (the “Special Meeting”) on May 11, 2023 at 10:00 a.m. Eastern Time. The Special Meeting was held via teleconference. There were 8,901,389 shares of the Company’s Common Stock, par value $0.0001 per share, (the “Common Stock”) outstanding on the record date, April 6, 2023. There were 8,138,900 shares of common stock of the Company present at the Special Meeting in person or represented by proxy, which is 91.43% of the total shares of Common Stock outstanding, thereby constituting a quorum. Summarized below are the results of the matters voted on at the Special Meeting.
| 1. | Charter Amendment |
Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, to (a) extend the date by which Arisz must consummate a business combination up to nine (9) times (the “Charter Amendment”), each such extension for an additional one (1) month period (each an “Extension”), from May 22, 2023 to February 22, 2024 (the latest such date actually extended being referred to as the “Extended Termination Date”); and (b) change Section 6(D) of the Charter to modify the net tangible asset requirement (the “NTA Requirement”) to state that the Arisz will not consummate any business combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation of such business combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended (the “NTA Amendment”). We refer to these proposals as the “Charter Amendment Proposals.” Adoption of the Charter Amendment Proposals required approval by the affirmative vote of at least 50% of the holders of the Company’s outstanding shares of Common Stock. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 7,439,203 | 473,179 | 226,518 | 0 |
The Company will file the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.
| 2. | Trust Amendment |
Stockholders approved the proposal to amend the investment management trust agreement, dated as of November 17, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the date by which Arisz must consummate a business combination up to nine (9) times, each such Extension for an additional one (1) month period, until February 22, 2024, by depositing into the Trust Account $120,000 (the “Extension Payment”) for each one-month Extension (the “Trust Amendment”) (we refer to this proposal as the “Trust Amendment Proposal”). Adoption of the Trust Amendment Proposal required approval by the affirmative vote of at least 50% of the holders of the Company’s outstanding shares of Common Stock. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 7,439,203 | 473,179 | 226,518 | 0 |
Item 8.01. Other Events.
In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on May 11, 2023, 3,745,635 shares of Common Stock were tendered for redemption. As a result, approximately $39.18 million (approximately $10.46 per share) will be removed from the Company’s trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company will have 5,155,754 shares of Common Stock outstanding, and approximately $33.02 million will remain in the Company’s trust account.
In connection with the first one (1) month period Extension, Arisz Investments LLC, the Company's sponsor, will deposit $120,000 into Arisz's trust account prior to May 22, 2023, on behalf of the Company. Arisz will issue a press release the day after the applicable deadline announcing that the funds have been timely deposited.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Amendment to the Amended and Restated Certificate of Incorporation of Arisz Acquisition Corp. | |
| 10.1 | Amendment to the Investment Management Trust Agreement | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
1
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: May 15, 2023 | ||
| ARISZ ACQUISITION CORP. | ||
| By: | /s/ Fang Hindle-Yang | |
| Name: | Fang Hindle-Yang | |
| Title: | Chief Executive Officer and Chairman | |
2
Exhibit 3.1
AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
ARISZ ACQUISITION CORP.
May 12, 2023
Arisz Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Arisz Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 21, 2021.
2. An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 23, 2021 (the “Amended and Restated Certificate of Incorporation”).
3. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. The text of Article SIXTH (D) is hereby amended and restated to read in full as follows:
“D. The Corporation will not consummate any Business Combination unless it (or any successor) (i) has net tangible assets of at least $5,000,001 upon consummation of such Business Combination or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.
5. The text of Article SIXTH (E) is hereby amended and restated to read in full as follows:
“E. In the event that the Corporation does not consummate a Business Combination by (x) 12 months from the consummation of the IPO, (y) up to 18 months from the consummation of the IPO if the Corporation elects to extend the amount of time to complete a Business Combination in accordance with the terms of the Investment Management Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company (the “Trust Agreement”) or (z) up to February 22, 2024, provided that, pursuant to the terms hereof and the Corporation’s amended Trust Agreement, the Corporation deposits into the Trust Account the amount of $120,000 for each month extended, in the Corporation’s sole discretion whether to exercise one or more extensions (in any case, such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the DGCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Fund plus any pro rata interest earned on the funds held in the Trust Fund and not previously released to the Corporation or necessary to pay its taxes divided by the total number of IPO Shares then outstanding.”
6. This Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by the vote of shareholders holding the requisite number of shares required pursuant to the Amended and Restated Certificate of Incorporation at a duly held shareholder meeting.
IN WITNESS WHEREOF, Arisz Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
| Arisz Acquisition Corp. | ||
| By: | /s/ Fang Hindle-Yang | |
| Name: | Fang Hindle-Yang | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 1 (this “Amendment”), dated as of May 12, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Arisz Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement, dated November 17, 2021 (the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and
WHEREAS, at a Special Meeting of the Company held on May 11, 2023, the Company’s stockholders approved (i) a proposal to amend the Company’s amended and restated certificate of incorporation giving the Company the right to extend the date by which it must complete a business combination from May 22, 2023 to February 2,2 2024 (or such earlier date after May 22, 2023 as determined by the Company’s board of directors) (the “Extension Amendment”) and thus extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from May 22, 2023 to February 22, 2024 (or such earlier date after May 22, 2023 as determined by the Company’s board of directors);
NOW THEREFORE, IT IS AGREED:
1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chairman of the Board or Chief Executive Officer and Chief Financial Officer and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (x) the 12 month anniversary of the closing of the IPO (the “Closing”), (y) in the event that the Company, in accordance with the procedures set forth in the Registration Statement, extended the time to complete the Business Combination for up to 18 months from the Closing but has not completed the Business Combination within such 18 month period, the 18 month anniversary of the Closing, or (z) up to February 22, 2024, provided that, pursuant to the terms hereof and the Corporation’s amended and restated certificate of incorporation, the Corporation deposits into the Trust Account the amount of $120,000 for each month extended, in the Corporation’s sole discretion whether to exercise one or more extensions (as applicable, the “Applicable Deadline”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Applicable Deadline.”
2. Exhibit D to the Trust Agreement is hereby amended and restated in its entirety as follows:
“EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Francis Wolf and Celeste Gonzalez
| Re: | Trust Account – Extension Letter |
Ladies and Gentlemen:
Pursuant to Section 1(j) of the Investment Management Trust Agreement between Arisz Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of [●], 2021 (as amended, “Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional [three (3) months] [monthly period], from _______________ to _______________ (the “Extension”).
This Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit [$690,000] [120,000], which will be wired to you, into the Trust Account investments upon receipt.
| Very truly yours, | ||
| ARISZ ACQUISITION CORP. | ||
| By: | ||
| Name: | ||
| Title:” | ||
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee | ||
| By: | /s/ Francis Wolf | |
| Name: | Francis Wolf | |
| Title: | Vice President | |
| ARISZ ACQUISITION CORP. | ||
| By: | /s/ Echo Hindle-Yang | |
| Name: | Echo Hindle-Yang | |
| Title: | Chief Executive Officer | |
Acknowledged and Agreed:
CHARDAN CAPITAL MARKETS, LLC
| By: | /s/ Shai Gerson | |
| Partner and Managing Director of Capital Markets | ||