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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

 

Date of Report (Date of earliest event reported): April 18, 2023

 

Liberty Resources Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-40883   86-3485220
(Commission
File Number)
  (IRS Employer
Identification No.)

 

78 SW 7th Street

Suite 500

Miami, Florida 33130

(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:

 

  x 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 Act:

 

Title of Each Class   Trading
Symbol(s)
  Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant   LIBYU   The Nasdaq Stock Market LLC
Class A Common Stock, $0.0001 par value per share   LIBY   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   LIBYW   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 1.01. Entry into a Material Definitive Agreement.

 

Amendment of Trust Agreement

 

On November 8, 2021, Liberty Resources Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”). In connection therewith, the Company entered into an Investment Management Trust Agreement, dated November 8, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”)). The form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-259342) for the IPO.

 

On April 18, 2023, at 9:00 a.m. ET, the Company held a virtual special meeting of its shareholders at https://www.cstproxy.com/libertyresourcesacquisition/2023, pursuant to due notice (such meeting, the “Special Meeting”). At the Special Meeting, the Company shareholders entitled to vote at the Special Meeting (the “Shareholders”) cast their votes and approved the proposal (the “Trust Amendment Proposal”) to authorize the Company to enter into Amendment No. 1 to the Trust Agreement (the “Trust Agreement Amendment”) pursuant to which the Trust Agreement will be amended to allow the Company to extend from May 8, 2023 (the “Original Deadline”) to February 8, 2024 (the “Outside Date”) (or such other date as permitted in the Certificate of Incorporation of the Company or as determined by the Company’s Board of Directors ) the date on which either the Company must have completed its initial business combination or Continental must liquidate the Company’s Trust Account established in connection with the IPO (the “Trust Account”). Following approval of the Trust Amendment Proposal, the Company and Continental intend to enter into the Trust Agreement Amendment.

 

The foregoing summary is qualified by the full text of the Trust Agreement Amendment, which is included as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

Amendment of Certificate of Incorporation

 

As described in more detail in Item 5.03, the Shareholders approved the Extension Amendment Proposal (defined below), pursuant to which the Company is authorized and intends to file the First Amendment to the Amended and Restated Certificate of Incorporation of with the Secretary of State of the State of Delaware. The full text of the First Amendment to the Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 hereto.

 

 

 

 

Item 5.03. Articles of Incorporation or Bylaws.

 

At the Special Meeting, the Shareholders approved the proposal (the “Extension Amendment Proposal”) to enter into and file with the Delaware Secretary of State the First Amendment to the Amended and Restated Certificate of Incorporation of the Company, pursuant to which the Company will have the right to extend from May 8, 2023 (the “Original Termination Date”) by up to 9 1-month extensions to February 8, 2024 (the “Outside Date”; each of the 9 1-month extensions, an “Extension”, and each such extension date a “Deadline Date”, and the latest of such Deadline Dates, the “Extended Deadline”) the date by which the Company (i) consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), or (ii) (a) ceases its operations if the Company fails to complete such business combination, and (b) redeems or repurchases 100% of the Company’s Class A common stock included as part of the units sold in the Company’s IPO ,provided that (A) the Sponsor (or its affiliates or permitted designees) deposits into the Trust Account the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline Date for each Extension until the earlier of the Outside Date or the closing of the business combination (the “Extension Payment”) and (B) the Company has complied with the procedures in the Trust Agreement relating to any such Extension.

 

In connection with approval of the Extension Amendment Proposal, the Company intends to file the First Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The full text of the First Amendment to the Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 hereto.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On the record date of March 16, 2023, the Company had 14,905,275 million shares entitled to vote at the Special Meeting. At the Special meeting, Shareholders voted on two of three proposals presented, each as described in the proxy statement/prospectus dated April 3, 2023, and cast their votes as described below:

 

Proposal 1- Extension Amendment Proposal

 

The Shareholders approved the Extension Amendment Proposal. The following is a tabulation of the voting results:

 

Common Stock:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
          
12,497,281  570,632  0  N/A

 

Proposal 2 - Trust Amendment Proposal

 

The Shareholders approved the Trust Amendment Proposal. The following is a tabulation of the voting results:

 

Common Stock:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
          
12,497,281  570,632  0  N/A

 

 

 

 

Item 8.01. Other Events.

 

Redemption of Shares

 

In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 7,693,815 shares of Class A Common Stock (the “Redeeming Shareholders”) exercised the right to redeem such shares for cash at an approximate price of $10.58 per share, for an aggregate of approximately $81,400,562.7 (the “Redemptions”). Following the payment to the Redeeming Shareholders of the consideration for the Redemptions, the Trust Account had a balance of approximately $40.319 million.

 

Deposit of Extension Funds

 

In connection with approval of the Extension Amendment Proposal and the Trust Amendment Proposal, the Company intends to deposit (and/or to cause its sponsor, Liberty Fields, LLC to deposit) an aggregate of $150,000 into the Trust Account prior to May 8, 2023 in connection with the exercise of the first Extension of the Extended Deadline to June 8, 2023.

 

Item 9.01. Exhibits.

 

Exhibit
Number
  Description of
Exhibit
3.1   First Amendment to the Amended and Restated Certificate of Incorporation.
10.1   Amendment No. 1 to Investment Management Trust Agreement.
104   Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  LIBERTY RESOURCES ACQUISITION CORP.
     
Date: April 21, 2023 By: /s/ Dato’ Maznah Binti Abdul Jalil
    Dato’ Maznah Binti Abdul Jalil
    Chief Executive Officer

  

 

 

Exhibit 3.1

 

FIRST AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

LIBERTY RESOURCES ACQUISITION CORP

ADOPTED BY SPECIAL RESOLUTION ON 18 APRIL 2023

 

LIBERTY RESOURCES ACQUISITION CORP, a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows:

 

1. The name of the Company is “Liberty Resources Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 22, 2021 (the “Certificate”). The Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”), which both restates and amends the provisions of the Certificate, was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”) and filed with Secretary of State of the State of Delaware on October 12, 2021.

 

2. This First Amendment to the Amended and Restated Certificate, was duly adopted in accordance with Sections 228, 242 and 245 of the DGCL. This First Amendment to the Amended and Restated Certificate shall become effective on the date of filing with Secretary of State of Delaware.
   
3. The following language shall be removed from Section 156(b): “provided that the Company shall not redeem or repurchase Public Shares in an amount that would cause the Company's net tangible assets to be less than US$5,000,001 either immediately prior to or upon consummation of the Company's initial Business Combination and after payment of Underwriters' fees and commissions or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Company's initial Business Combination.”

 

4. The following language shall be removed from Section 159: “provided that the Company shall not consummate a Business Combination unless the Company's net tangible assets are at least US$5,000,001 either immediately prior to or upon consummation of the Company's initial Business Combination and after payment of Underwriters' fees and commissions or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Company's initial Business Combination.”
   
6. The text of Section (a) of Article 162 is hereby amended and restated to read in its entirety as follows:

 

“162. (a) In the event that either the Company does not consummate a Business Combination within 12 months after the closing of the IPO (or 15 months if the Company has filed a proxy statement, registration statement or similar filing for an initial Business Combination within 12 months from the consummation of the IPO but has not completed the initial Business Combination within such 12-month period), the Company may seek the Ordinary Resolution of the Public Shareholders for any extension beyond 12 months (or 15 months if the Company has filed a proxy statement, registration statement or similar filing for an Initial Business Combination within 12 months from the consummation of the IPO but has not completed the Initial Business Combination within such 12-month period) at a meeting called for such purpose. Public Shareholders will be offered the opportunity to vote on and/or redeem their Shares in connection with the approval of such extension beyond such 12-month or 15-month period. Alternatively, or in the event that there is an unsuccessful effort to obtain Public Shareholder approval for the proposed extensions(s), the Company may, but is not obligated to, extend the period in which the Company must complete the Initial Business Combination up to nine more times, each by an additional one month, for an aggregate of up to nine additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit, on or prior to the Deadline Date, into the Trust Fund the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline Date for each extension (after giving effect to redemptions properly requested prior to such date with respect to the first such extension) in exchange for non-interest bearing, unsecured promissory notes payable upon consummation of an Initial Business Combination, which notes may be convertible at the option of the holder at any time after the consummation of the Company’s Initial Business Combination into warrants that are identical to the placement warrants (as defined in the registration statement) at a conversion price of $1.00 per warrant; and further provided in each case that the procedures relating to any such extension, as set forth in the agreement relating to the Trust Fund, shall have been complied with. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Fund and used to fund the redemption of the Public Shares in accordance with Article 160. Public Shareholders will not be offered the opportunity to vote on and/or redeem their Shares in connection with such extension. If the Company is unable to complete the Initial Business Combination within such 12-month period (or 15-month or up to 21-month period if the Company chooses to extend such period, as described in more detail in the registration statement, or as extended by the Company’s Shareholders in accordance with these Articles), the Company shall: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay taxes, if any, (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as Shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Shareholders and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii) above, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.”

 

 

 

 

IN WITNESS WHEREOF, Liberty Resources Acquisition Corp has caused this First Amendment to the Amended and Restated Certificate of Incorporation of the Company to be duly executed in its name and on its behalf by an authorized officer as of this 18 day of April 2023.

 

  LIBERTY RESOURCES ACQUISITION CORP
     
  By:  
  Name:   Dato’ Maznah Binti Abdul Jalil
  Title: Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT

 

THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 18, 2023, by and between Liberty Resources Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

 

WHEREAS, on November 8, 2021, the Company consummated its initial public offering of units of the Company (the “Units”), each of which is composed of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock of the Company (such initial public offering hereinafter referred to as the “Offering”);

 

WHEREAS, $101,500,000 of the gross proceeds of the Offering and sale of the private placement warrants were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of shares of Class A Common Stock included in the Units issued in the Offering pursuant to the Investment Management Trust Agreement made effective as of November 8, 2021, by and between the Company and the Trustee (the “Original Agreement”);

 

WHEREAS, the Company has sought the approval of the holders of its Class A Common Stock and holders of its Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), at a Special Meeting to: (i) extend the date before which the Company must complete a business combination from May 8, 2023 to February 8, 2024 (or such earlier date after May 8, 2023 as determined by the Company’s board of directors) (the “Extension Amendment”) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from May 8, 2023 to February 8, 2024 (or such earlier date after May 8, 2023 as determined by the Company’s board of directors) (the “Trust Amendment”);

 

WHEREAS, holders of 65% of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class, approved the Extension Amendment, and the Trust Amendment; and

 

WHEREAS, the parties desire to amend the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.

 

 

 

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.            Amendments to Trust Agreement.

 

1.1.              The fifth recital of the Original Agreement is hereby amended and restated to read in its entirety as follows:

 

WHEREAS, if a Business Combination (as defined herein) is not consummated within the initial 12-month period following the closing of the Offering, upon the request of the Company’s sponsor (the “Sponsor”), the Company may extend such period by (2) two extensions of three months, 6 months in the aggregate, by depositing $1,000,000 (or $1,150,000 if the underwriters’ over-allotment option is exercised in full) per Extension into the Trust Account no later than the 12-month anniversary of the Offering for the first Extension and the 15-month anniversary of the Offering for the second Extension (each, an “Applicable Deadline”), as applicable, in exchange for which they will receive promissory notes; and then by up to an additional nine (9) one-month extensions at a price of $0.0525 per share per month, for up to a maximum of nine months in the aggregate for all of the 1-month extensions and fifteen months in the aggregate for all of the extensions, subject to the Sponsor or its affiliates or permitted designees depositing into the Trust Account no later than the last day of the previous extension $0.0525 per share for each share of the Company’s Class A Common Stock that was included in the Units issued in the Offering and that remains outstanding as of the date that is five business days prior to the end of the previous extension, in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note for each extension payable upon consummation of a Business Combination;

 

2.             Miscellaneous Provisions.

 

2.1.              Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

 

2.2.              Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

2.3.              Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

2.4.              Jurisdiction and Venue. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

 

 

 

 

2.5.              Counterparts. This Amendment may be executed manually or electronically (such as by DocuSign®) in several original, PDF, photostatic, facsimile or other copy counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

 

2.6.              Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

2.7.              Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

[Signatures on following page.]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

  CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Trustee
   
  By:  
  Name:    
  Title:             
   
  LIBERTY RESOURCES ACQUISITION CORP.
   
   
  Dato’ Maznah Binti Abdul Jalil
  Chief Executive Officer