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 6, 2023
Liberty Resources Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-40883 |
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86-3485220 |
(Commission
File Number) |
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(IRS Employer
Identification No.) |
10
East 53rd St.
Suite 3001
New
York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code 1-305-809-7217
(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:
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x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Act:
Title of Each Class |
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Trading
Symbol(s) |
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Name of Each Exchange on Which Registered |
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant |
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LIBYU |
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The Nasdaq Stock Market LLC |
Class A Common Stock, $0.0001 par value per share |
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LIBY |
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The Nasdaq Stock Market LLC |
Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
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LIBYW |
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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 x
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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing a Continued Listing or Standard; Transfer
of Listing. |
As previously disclosed on
Form 8-K with the Securities and Exchange Commission (the “SEC”), on June 9, 2023, Liberty Resources Acquisition Corp.,
a Delaware corporation (the “Company”), received written notice (the “MVLS Notice”) from the Listing
Qualifications Department of The Nasdaq Stock Market (the “Listing Qualifications Department”) on June 5, 2023, indicating
that because the Company’s Market Value of Listed Securities was less than $50 million, the Company was no longer in compliance
with the Nasdaq Global Market (“Nasdaq”) Listing Rule 5450(b)(2)(A), which requires the Company to maintain a Market
Value of Listed Securities of at least $50 million (the “MVLS Requirement”). The Company was provided 180 calendar
days to regain compliance with Listing Rule 5450(b)(2)(A).
As previously disclosed on
the Form 8-K filed with the SEC on June 20, 2023, the Company received written notice (the “Public Float Notice”) from
the Listing Qualifications Department on June 15, 2023, notifying the Company that it no longer met the minimum 1,100,000 publicly held
shares required under Listing Rule 5450(b)(2)(B) (the “Public Float Standard”). The Company was provided with 45 calendar
days to provide Nasdaq a compliance plan. On July 28, 2023, the Company submitted a compliance plan to Nasdaq. Nasdaq accepted the plan
and granted an extension until December 12, 2023 to file with the SEC and submit to Nasdaq a list containing the Company’s current
total shares outstanding and a beneficial ownership table that reflects the compliance with the Public Float Standard.
As previously disclosed on
Form 8-K with the SEC on October 12, 2023, the Company received written notice (the “Shareholders Notice”) from the
Listing Qualifications Department on October 9, 2023, notifying the Company that it was not in compliance with Listing Rule 5450(a)(2)
which requires the Company to have at least 400 total holders for continued listing on Nasdaq (the “Shareholders Requirement”).
The Company was provided with 45 calendars days, to submit a plan to regain compliance with Listing Rule 5450(a)(2).
On December 6, 2023, the Company
received written notice (the “Delisting Determination Letter”) from Nasdaq stating that the Company has not regained
compliance with the MVLS Requirement. Accordingly, unless the Company requests an appeal of this determination, trading of the Company’s
securities will be suspended at the opening of business on December 15, 2023, and a Form 25-NSE will be filed with the SEC, which will
remove the Company’s securities from listing and registration on Nasdaq. Additionally, the Delisting Determination Letter from Nasdaq
stated that the Company failed to comply with Listing Rules 5450(b)(2)(B) and 5450(a)(2), which serves as an additional and separate basis
for delisting from Nasdaq. The Delisting Determination Letter provides that the Company has until 4:00 p.m. Eastern Time on December 13,
2023 (the “Appeal Deadline”) to appeal the Listing Qualifications Department’s determination.
The Company intends to submit
an appeal of the Listing Qualifications Department’s determination to a hearings panel (the “Nasdaq Hearings Panel”),
as well as a request to stay the suspension of its common stock pending the hearing date, under the procedures set forth in the Nasdaq
Listing Rule 5800 Series, no later than the Appeal Deadline. If the appeal and request for hearing is timely submitted, the suspension
of the Company’s common stock will automatically be stayed from the date of the appeal request. No assurances can be provided that
the Company will submit the appeal and hearing request by the Appeal Deadline. Furthermore, no assurances can be provided that the Company
will obtain a favorable decision from the Nasdaq Hearings Panel, and/or that the Company will be able to regain or maintain compliance
with the Nasdaq listing rules and continue the listing of its common stock on Nasdaq.
Item 7.01. | Regulation FD Disclosure. |
On December 7, 2023, the Company
issued a press release regarding its receipt of the Delisting Determination Letter. A copy of the foregoing press release is attached
as Exhibit 99.1 to this Form 8-K. The information set forth under Item 7.01, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934. The information in Item 7.01, including Exhibit 99.1, shall not be
incorporated by reference into any filing under the Securities Act of 1933 regardless of any incorporation by reference language
in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission
as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.
On December 7, 2023, Company,
issued a press release announcing that it caused to be deposited $150,000 into the Company’s trust account for its public stockholders,
allowing the Company to extend the date by which the Company may consummate an initial business combination by one month from December
8, 2023 to January 8, 2024 (the “Extension”). This Extension is permitted under the Company’s governing documents.
Forward Looking Statements.
The Company cautions you that the statements included
in this Current Report, including in Exhibit 99.1, that are not a description of historical facts are forward-looking statements. In some
cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,”
“plan,” “anticipate,” “could,” “intend,” “target,” “project,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue”
or the negatives of these terms or other similar expressions. These statements are based on the Company’s current beliefs and expectations.
These forward-looking statements include statements regarding the Company’s ability to successfully appeal the Staff’s delisting determination,
or if it does, its ability to regain and maintain compliance with the listing standards of Nasdaq. The inclusion of forward-looking statements
should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those
set forth in this Form 8-K due to the risks and uncertainties inherent in the Company’s business. These forward-looking statements
are based on information currently available to the Company and its current plans or expectations and are subject to a number of uncertainties
and risks that could significantly affect its current plans to file periodic reports with the Commission. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K, and the Company undertakes no obligation
to revise or update this Form 8-K. All forward-looking statements are qualified in their entirety by this cautionary statement. Such forward-looking
statements are subject to a number of material risks and uncertainties including but not limited to those set forth under the caption
“Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC and its subsequent filings
with the SEC. Any forward-looking statement speaks only as of the date on which it was made. This caution is made under the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
SIGNATURES
Under the requirements of
the Securities Exchange Act of 1934, the Company has caused this report to be signed by the duly authorized undersigned.
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LIBERTY RESOURCES ACQUISITION CORP. |
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Date: December 7, 2023 |
By: |
/s/ Dato’ Maznah Binti Abdul
Jalil |
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Dato’ Maznah Binti Abdul Jalil |
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Chief Executive Officer |
Exhibit 99.1
Liberty Resources Acquisition Corp. Confirms
Extended Period to Consummate Initial Business
Combination and Notification of Receipt of Delisting Determination Letter
New York, New York – December 7, 2023
– Liberty Resources Acquisition Corp. (“Liberty” or the “Company”) (Nasdaq: LIBY, LIBYW, LIBYU),
a special purpose acquisition company, announced today that it caused to be deposited $150,000 into the Company’s trust account
for its public stockholders, allowing the Company to extend the period of time the Company has to consummate its initial business combination
by one month from December 8, 2023 to January 8, 2024 (the “Extension”).The Extension is permitted under the Company’s
governing documents.
Additionally, the Company announced that it received
written notice (the “Delisting Determination Letter”) from Nasdaq stating that the Company has not regained compliance
with Nasdaq listing rules 5450(b)(2)(A) requiring the Company to maintain a Market Value of Listed Securities of at least $50 million,
rule 5450(b)(2)(B) requiring the Company to maintain a minimum 1,100,000 publicly held shares, and rule 5450(a)(2) requiring the Company
to have at least 400 total holders. The Delisting Determination Letter provides that the Company has until 4:00 p.m. Eastern Time on December
13, 2023 (the “Appeal Deadline”) to appeal the Listing Qualifications Department’s determination.
The Company intends to submit an appeal of the
Listing Qualifications Department’s determination to a hearings panel (the “Nasdaq Hearings Panel”), as well
as a request to stay the suspension of its common stock pending the hearing date, under the procedures set forth in the Nasdaq Listing
Rule 5800 Series, no later than the Appeal Deadline. If the appeal and request for hearing is timely submitted, the suspension of the
Company’s common stock will automatically be stayed from the date of the appeal request. No assurances can be provided that the
Company will submit the appeal and hearing request by the Appeal Deadline. Furthermore, no assurances can be provided that the Company
will obtain a favorable decision from the Nasdaq Hearings Panel, and/or that the Company will be able to regain or maintain compliance
with the Nasdaq listing rules and continue the listing of its common stock on Nasdaq.
Liberty Resources Acquisition Corp.
Liberty Resources Acquisition Corp. is a blank
check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. The Company is sponsored by Liberty Fields LLC.
Contact
Garry Richard Stein
Liberty Resources Acquisition Corp.
Phone: 1-305-809-7217
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