AF ACQUISITION CORP. Item 8.01 Other Events.
On
(i) Proposal 1 - A proposal to amend the Company's amended and restated
certificate of incorporation (the "Charter") to extend the date by which
the Company would be required to consummate a business combination from
March 23, 2023 to August 23, 2023 (the "Extension Amendment Proposal");
(ii) Proposal 2 - A proposal to amend the Charter to permit our Board, in its
sole discretion, to elect to wind up our operations on an earlier date
(the "Liquidation Amendment Proposal" and, together with the Extension
Amendment, the "Charter Amendment Proposals");
(iii) Proposal 3 - A proposal to amend the Company's investment management trust
agreement, dated as of March 18, 2021 , by and between the Company and
Continental Stock Transfer & Trust Company , to extend the date by which
the Company would be required to consummate a business combination from
March 23, 2023 to August 23, 2023 , or such earlier date as determined by
our Board in its sole discretion (the "Trust Amendment Proposal");
(iv) Proposal 4 - A proposal to ratify the selection by the audit committee of
the Board of Marcum LLP to serve as the Company's independent registered
public accounting firm for the year ending December 31, 2022 ; and
(v) Proposal 5 - A proposal to approve the adjournment of the Meeting to a
later date or dates, if necessary, to permit further solicitation and vote
of proxies in the event that there are insufficient votes for, or
otherwise in connection with, the approval of any of the foregoing
proposals.
As a result of this change, the Meeting will now be held at
The Company plans to solicit proxies from stockholders during the period prior
to the Meeting. Only the holders of the Company's common stock as of the close
of business on
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
1 Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation,
uncertainties relating to the Company's stockholder approval of the
above-referenced proposals, its inability to complete an initial business
combination within the required time period and other risks and uncertainties
indicated from time to time in filings with the
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any of the proposals above. This communication shall also 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 states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to 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 or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedDecember 16, 2022 104 Cover Page Interactive Data File 2
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