Item 1.01 Entry into a Material definitive Agreement.
Amendment to the Agreement and Plan of Merger
As previously disclosed, on
On
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual Amendment, which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
Joinder Agreement
Also as previously disclosed, each of Purchaser and Merger Sub were to sign a
joinder agreement, agreeing to be bound by the Merger Agreement as if such
parties were parties thereto on the date of its signing. On
The foregoing description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Joinder Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
1 IMPORTANT NOTICES
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions described above, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (i) risks related
to the expected timing and likelihood of completion of the pending transaction,
including the risk that the transaction may not close due to one or more closing
conditions to the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or that a
governmental entity prohibited, delayed or refused to grant approval for the
consummation of the transaction or required certain conditions, limitations or
restrictions in connection with such approvals; (ii) risks related to the
ability of Arisz and the Company to successfully integrate the businesses; (iii)
the occurrence of any event, change or other circumstances that could give rise
to the termination of the applicable transaction agreements; (iv) the risk that
there may be a material adverse change with respect to the financial position,
performance, operations or prospects of the Company or Arisz; (v) risks related
to disruption of management time from ongoing business operations due to the
proposed transaction; (vi) the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price of Arisz's
securities; (vii) the risk that the proposed transaction and its announcement
could have an adverse effect on the ability of the Company to retain customers
and retain and hire key personnel and maintain relationships with their
suppliers and customers and on their operating results and businesses generally;
(viii) the risk that the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those synergies; and
(ix) risks associated with the financing of the proposed transaction. A further
list and description of risks and uncertainties can be found in the Prospectus
dated
Additional Information and Where to Find It
In connection with the transaction described herein, Arisz and and/or its
subsidiary will file relevant materials with the
2
Participants in Solicitation
Arisz, the Company and certain shareholders of Arisz, and their respective
directors, executive officers and employees and other persons may be deemed to
be participants in the solicitation of proxies from the holders of Arisz common
stock in respect of the proposed transaction. Information about Arisz's
directors and executive officers and their ownership of Arisz common stock is
set forth in the Prospectus dated
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Arisz or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or 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, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1* Amendment dated as ofApril 4, 2022 to the Agreement and Plan of Merger which was made and entered into as ofJanuary 21, 2022 , by and betweenArisz Acquisition Corp. andFinfront Holding Company , 10.1 Joinder Agreement datedApril 4, 2022 by and amongArisz Acquisition Corp ,Finfront Holding Company ,BitFuFu Inc. and Boundary Holding Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by theU.S. Securities and Exchange Commission . 3
© Edgar Online, source