Item 1.01. Entry into a Material Definitive Agreement.






Amendment of Trust Agreement

As previously disclosed, Liberty Resources Acquisition Corp., a Delaware corporation (the "Company"), held a virtual special meeting of its shareholders on April 18, 2023 (the "Special Meeting") at which the Company shareholders entitled to vote at the Special Meeting (the "Shareholders") authorized the Company to enter into Amendment No. 1 (the "Trust Agreement Amendment") to the 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"), pursuant to which the Trust Agreement would be amended to allow the Company to extend, from May 8, 2023 (the "Original Deadline") to February 8, 2024 (the "Outside Date") the date on which either the Company must have completed its initial business combination or Continental must liquidate the underlying trust account. On April 27, 2023, the Company and Continental entered 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 previously disclosed and as described in Item 5.03, which description is incorporated herein by reference, at the Special Meeting the Shareholders approved the First Amendment to the Amended and Restated Certificate of Incorporation of the Company (the "Charter Amendment"). On April 27, 2023, the Company filed the Charter Amendment with the Delaware Secretary of State.

Item 5.03. Articles of Incorporation or Bylaws.

As previously disclosed, at the Special Meeting the Shareholders authorized the Company to enter into and file with the Delaware Secretary of State the Charter Amendment, pursuant to which the Company has the right to extend the Original Deadline by up to 9 1-month extensions to the Outside Date as the date by which the Company either consummates a business combination or ceases its operations and redeems or repurchases all common stock of the Company issued in its initial public offering. On April 27, 2023, the Company filed the Charter Amendment with the Delaware Secretary of State.

The foregoing summary is qualified by the full text of the Charter Amendment, which is included as Exhibit 3.1 hereto and incorporated herein by reference.





 Item 9.01. Exhibits.




Exhibit
Number                              Description of Exhibit

  3.1        First Amendment to the Amended and Restated Certificate of
           Incorporation. (1)
  10.1       Amendment No. 1 to Investment Management Trust Agreement. (2)
104        Cover Page Interactive Data File (Embedded within the Inline XBRL
           document and included in Exhibit)

(1) Incorporated by reference to the Company's Form 8-K, filed with the SEC on April 21, 2023

(2) Incorporated by reference to the Company's Form 8-K, filed with the SEC on April 21, 2023

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