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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

 

May 11, 2023

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.)

 

c/o MSQ Ventures

12 East 49th Street, 17th Floor

New York,

  10017
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (919) 699 9827

 

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).

 

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 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  

 

 

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