UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Explanatory Note
Item 5.07. Submission of Matters to a Vote of Security Holders.
Arisz Acquisition Corp. (“Arisz” or the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) on February 5, 2024 at 10:00 a.m. Eastern Time. The Annual Meeting was held via teleconference. There were 5,155,754 shares of the Company’s Common Stock, par value $0.0001 per share, (the “Common Stock”) outstanding on the record date, January 16, 2024. There were 3,997,927 shares of common stock of the Company present at the Annual Meeting in person or represented by proxy, which is 77.54 % of the total shares of Common Stock outstanding, thereby constituting a quorum. Summarized below are the results of the matters voted on at the Annual Meeting.
1. Charter Amendment
Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, to 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 February 22, 2024 to November 22, 2024. We refer to this proposal as the “Charter Amendment Proposal.” Adoption of the Charter 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 | |||
| 3,997,927 | 0 | 0 | 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 (as amended on May 12, 2023, 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 November 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 | |||
| 3,997,927 | 0 | 0 | 0 |
A copy of the Trust Amendment is attached hereto as Exhibit 10.1.
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3. Director Election
Stockholders approved the proposal to reelect the current Class A director, Romain Guerel, to Arisz’s board of directors (we refer to this proposal as the “Director Election Proposal”). Adoption of the Director Election Proposal required approval by the affirmative vote of a plurality of the shares of Arisz’s common stock, represented in person by virtual attendance or by proxy and entitled to vote at the Annual Meeting. The voting results were as follows:
| FOR | WITHHELD | BROKER NON-VOTES | ||
| 3,997,927 | 0 | 0 |
4. Auditor Ratification
Stockholders approved the proposal to ratify the appointment of Marcum LLP, as Arisz’s independent auditors, for the fiscal year ending September 30, 2024 (we refer to this proposal as the “Auditor Ratification Proposal”). Adoption of the Charter Amendment Proposals required approval by the affirmative vote of at least 50% of the holders of Arisz’s outstanding shares of Common Stock. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,997,927 | 0 | 0 | 0 |
Item 8.01. Other Events.
In connection with the stockholders’ vote at the Annual Meeting of Stockholders held by the Company on February 5, 2024, 777,050 shares of Common Stock were tendered for redemption. As a result, approximately $8.66 million (approximately $11.14 per share) will be removed from the Company’s trust account to pay such holders, without taking into account additional allocations 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 4,378,704 shares of Common Stock outstanding, including 2,377,315 shares of Common Stock held by the public shareholders, and approximately $26.5 million will remain in the Company’s trust account (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).
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 February 22, 2024, 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.
In addition, on February 2, 2024, Arisz irrevocably waived Finfront Holding Company's obligation under Section 9.8 of the Agreement and Plan of Merger, dated as of January 21, 2022 and as amended as of April 4, 2022, October 10, 2022, April 24, 2023 and July 28, 2023, by and between Arisz and Finfront Holding Company, Bitfufu Inc. and Boundary Holding Company to fund to Arisz the amount of $450,000 by February 2, 2024, and agreed to accept the amount of $210,000 in lieu thereof, of which $120,000 shall be used to fund Arisz’s extension through March 22, 2023 and the remainder for working capital purposes.
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. (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on February 6, 2024). | |
| 10.1 | Amendment to the Investment Management Trust Agreement (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on February 6, 2024). | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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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: February 7, 2024 | ||
| ARISZ ACQUISITION CORP. | ||
| By: | /s/ Fang Hindle-Yang | |
| Name: | Fang Hindle-Yang | |
| Title: | Chief Executive Officer and Chairman | |
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