Filed
by PS International Group Ltd
Pursuant
to Rule 425 under the Securities Act of 1933,
as
amended, and deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934, as amended
Subject
Company: AIB Acquisition Corporation
Commission
File No.: 001-41230
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): December 27, 2023
AIB Acquisition Corporation
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-41230 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
875 Third Avenue, Suite M204A
New York, NY |
|
10022 |
| (Address of principal
executive offices) |
|
(Zip Code) |
(212)
380-8128
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 (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 Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each consisting of one Class A Ordinary Share and one Right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination |
|
AIBBU |
|
The Nasdaq Stock Market
LLC |
| |
|
|
|
|
| Class A Ordinary Shares, par value $0.0001 per share |
|
AIB |
|
The Nasdaq Stock Market
LLC |
| |
|
|
|
|
| Rights, every ten (10) rights entitle the holder to receive one Class A Ordinary Share upon the consummation of an initial business combination |
|
AIBBR |
|
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 ☒
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
7.01 Regulation FD Disclosure
On
December 27, 2023, AIB Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“AIB”)
and PSI Group Holdings Ltd, a Cayman Islands exempted company, which provides freight forwarding services and optional ancillary logistics
services (“PSI”), issued a joint press release announcing the execution of a Business Combination Agreement (the “Business
Combination Agreement”) providing for the business combination (the “Business Combination”) of
AIB and PSI. Pursuant to the Business Combination Agreement, (a) PSI Merger Sub I Limited, an exempted company incorporated with limited
liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (as defined herein) (“First Merger Sub”)
will merge with and into PSI (the “First Merger”), with PSI surviving the First Merger as a wholly-owned subsidiary
of PS International Group Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”)
and the outstanding shares of PSI being converted into the right to receive shares of Pubco; and (b) one (1) business day following, and
as a part of the same overall transaction as the First Merger, PSI Merger Sub II Limited, an exempted company incorporated with limited
liability in the Cayman Islands and a wholly-owned subsidiary of Pubco will merge with and into AIB (the “Second Merger”),
with AIB surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of AIB being converted into
the right to receive securities of Pubco.
A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking
Statements
The information in this Current
Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such
as “estimate,” “plan,” “project,” “forecast,” “intend,” “may,”
“will,” “expect,” “continue,” “should,” “would,” “anticipate,”
“believe,” “seek,” “target,” “predict,” “potential,” “seem,” “future,”
“outlook” or other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include,
but are not limited to, statements regarding estimates and forecasts of financial metrics and projections of market opportunity; references
with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance of AIB and
PSI’s operating companies following the proposed Business Combination; changes in the market for PSI’s products and services
and expansion plans and opportunities; PSI’s ability to successfully execute its expansion plans and business initiatives; ability
for PSI to raise funds to support its business; the sources and uses of cash of the proposed Business Combination; the anticipated capitalization
and enterprise value of the combined company following the consummation of the proposed Business Combination; and expectations related
to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified
in this press release, and on the current expectations of PSI’s and AIB’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on
by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
PSI and AIB. These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence of any event,
change or other circumstances that could give rise to the termination of the Business Combination Agreement; the risk that the Business
Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;
the inability to recognize the anticipated benefits of the Business Combination; the ability to obtain or maintain the listing of the
Pubco’s securities on The Nasdaq Stock Market, following the Business Combination, including having the requisite number of shareholders;
costs related to the Business Combination; changes in domestic and foreign business, market, financial, political and legal conditions;
risks relating to the uncertainty of certain projected financial information with respect to PSI; PSI’s ability to successfully
and timely develop and implement its growth strategy; PSI’s ability to adequately manage any logistics and supply chain risks; fluctuations
in the price of cargo space and the uncertainties in supply and demand for cargo space; risks relating to PSI’s operations and business,
including information technology and cybersecurity risks, failure to adequately forecast supply and demand, loss of key customers and
deterioration in relationships between PSI and its employees; PSI’s ability to successfully collaborate with business partners;
demand for PSI’s current and future services; risks related to increased competition; risks relating to potential disruption in
the transportation and shipping infrastructure, including trade policies and export controls; risks that PSI is unable to secure or protect
its intellectual property; risks of regulatory lawsuits relating to PSI’s services; risks that the post-combination company experiences
difficulties managing its growth and expanding operations; the uncertain effects of the COVID-19 pandemic and certain geopolitical developments,
including the military conflicts in Ukraine and the Middle East; the inability of the parties to successfully or timely consummate the
proposed Business Combination, including the risk that any required shareholder or regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business
Combination; the outcome of any legal proceedings that may be instituted against PSI, AIB, Pubco or others following announcement of the
proposed Business Combination and transactions contemplated thereby; the ability of PSI to execute its business model, including market
acceptance of its existing and planned services; technological improvements by PSI’s peers and competitors; and those risk factors
discussed in documents of Pubco and AIB filed, or to be filed, with the Securities and Exchange Commission (“SEC”).
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that neither AIB nor PSI presently know or that AIB and PSI currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect AIB’s, Pubco’s and PSI’s expectations, plans or forecasts of future events and views
as of the date of this press release. AIB, Pubco and PSI anticipate that subsequent events and developments will cause AIB’s, Pubco’s
and PSI’s assessments to change. However, while AIB, Pubco and PSI may elect to update these forward-looking statements at some
point in the future, AIB, Pubco and PSI specifically disclaim any obligation to do so. Readers are referred to the most recent reports
filed with the SEC by AIB. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as
of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional
Information
Pubco intends to file with the SEC a Registration
Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy
statement of AIB and a prospectus in connection with the proposed Business Combination involving AIB, Pubco, and PSI, pursuant to the
Business Combination Agreement. The definitive proxy statement and other relevant documents will be mailed to shareholders of AIB as of
a record date to be established for voting on AIB’s proposed Business Combination with PSI. SHAREHOLDERS OF AIB AND OTHER INTERESTED
PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT
IN CONNECTION WITH AIB’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS
COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT AIB, PSI, PUBCO AND THE BUSINESS COMBINATION. Shareholders
will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on
the SEC’s website at www.sec.gov or by directing a request to AIB by contacting its Chief Executive Officer, Eric Chen,
c/o AIB Acquisition Corporation, 875 Third Avenue, Suite M204A New York, New York 10022 at (212) 380-8128 or at eric.chen@americanintlbank.com.
Participants
in The Solicitation
Pubco, AIB, PSI, and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the shareholders of AIB in connection with the Business Combination.
Information regarding the officers and directors of AIB is set forth in AIB’s Annual Report on Form 10-K, which was filed with the
SEC on March 29, 2023. Additional information regarding the interests of such potential participants will also be included in the Registration
Statement on Form F-4 (and will be included in the definitive proxy statement/prospectus for the Business Combination) and other relevant
documents filed with the SEC.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits.
|
(d) |
Exhibits. |
| |
|
|
| |
|
The following exhibits are being filed herewith: |
SIGNATURE
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:
December 27, 2023
| |
AIB Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Eric
Chen |
| |
Name: |
Eric Chen |
| |
Title: |
Chief Executive Officer |
3
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