On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination or otherwise, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a business combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, (ii) the structure of the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with the business combination but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. While we cannot use the proceeds from our IPO held in the Trust Account to pay taxes, we are permitted to use interest earned on the proceeds placed in the Trust Account to pay certain taxes, which could include any excise tax due under the IRA on any redemptions or stock buybacks by us.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.

As described further above, the New SPAC Rules relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we will on or prior to the 24-month anniversary of the effective date of the IPO Registration Statementmay, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholdersstockholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity of 180185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafterafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafterafter to hold all funds in the Trust Account in cash would reduce the dollar amount our public shareholdersstockholders would receive upon any redemption or liquidation of the Company.

In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public shareholdersstockholders would receive upon any redemption or liquidation of the Company, which is consistent with the Extended Deadline sought hereunder from May 8, 2023 to February 8, 2024 by up to nine (9) one-month extension elections, as specifically described herein.Company.

Since the Sponsor’s shareholders and our directors and officersSponsor will lose theirits entire investment in the Companyus if an initial business combination is not completed, theyit may have a conflict of interest in the approval of the proposals at the special meeting.Special Meeting.

There will be no distribution from the Trust Account with respect to the Company’s Founder Shares or the Private Placement Warrants,Units or their respective underlying warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor’s shareholdersour Sponsor will not receive any monies held in the Trust Account as a result of theirits ownership of the2,875,000 Founder Shares that were issued to the Sponsor prior to our IPO and 530,275 Private Placement WarrantsUnits that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of ourthe IPO. Such personsAs a consequence, a liquidating distribution will be made only with respect to the public shares. In addition, certain of executive officers have beneficial interests in the Sponsor. The Sponsor has waived theirits rights to liquidating distributions from the Trust Account with respect to these securities, and all of such investments would expire worthless if an initial business combination is not consummated. Additionally, such personsthe Sponsor can earn a positive rate of return on its overall investment in the combined company after an initial business combination, even if other holders of our sharescommon stock experience a negative rate of return, due to the Sponsor having initially purchased the Founder Shares for an aggregate of $25,000. The personal and financial interests of our Sponsor, and our directors and officers may have influenced their motivation in identifying and selecting Caspi and Markmorethe Target for its target business combination and consummating the Business Combination in order to close the Business Combination and therefore may have interests different from, or in addition to, your interests as a shareholderstockholder in connection with the proposals at the special meeting.Special Meeting.

Our Sponsor extended to us a line of credit of up to $300,000 pursuant to a Convertible Promissory Note dated April 22, 2021 (the “Sponsor Working Capital Loan”), which is to either be repaid upon the consummation of a business combination, without interest, or, at the Sponsor’s discretion, up converted upon consummation of a business combination into additional Private Placement Units at a price of $10.00 per Unit. In the event that a business combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. As of September 30, 2022, the amount under the Sponsor Working Capital Loan was $178,198.

On November 8, 2022, we extended the date by which the Company has to consummate a business combination from November 8, 2022 to February 8, 2023 (the “First Extension”). On February 8, 2023, we further extended the date by which the Company has to consummate a business combination from February 8, 2023 to May 8, 2023 (the “Second Extension”). The First Extension and Second Extension were both permitted under the Existing Company Charter. In connection with the First Extension and Second Extension, the Sponsor deposited an aggregate of $2,300,000 (representing $0.10 per public share) into the Trust Account on November 8, 2022 and February 8, 2023, respectively, and we issued to the Sponsor a non-interest bearing, unsecured promissory note in that amount. In the event that a business combination does not close, we may use a portion of proceeds held outside the Trust Account to repay this loan, but no proceeds held in the Trust Account would be used to repay this loan.

The completion of the Business Combination is subject to a number of important conditions, and the Business Combination Agreement may be terminated before the completion of the Business Combination in accordance with its terms. As a result, there is no assurance that the Business Combination will be completed.

The completion of the Business Combination is subject to the satisfaction or waiver, as applicable, of a number of important conditions set forth in the Business Combination Agreement, including the approval of the Business Combination by the Liberty shareholders,our stockholders, the approval of the listing of the combined entity’s ordinary shares on Nasdaq, and several other customary closing conditions. If these conditions are not satisfied or, if the Business Combination Agreement is otherwise terminated by either party, we are unlikely to find another target for a business combination before the Extended Deadline.Effective Date.

We have incurred and expect to continue to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.

CaspiWe and the CompanyTarget expect to incur significant transaction and transition costs associated with the Business Combination and operating as a public company following the closing of the Business Combination. CaspiWe and the CompanyTarget may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination Agreement, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by the combined company at or following the closing of the Business Combination. Even if the Business Combination is not completed, we expect to incur substantialcertain transaction expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.

 Our common stock (and our warrants)We may be subject to the “penny stock” rulesExcise Tax included in the future. It may be more difficult to resell securities classified as “penny stock.”Inflation Reduction Act of 2022 in the event of a liquidation or in connection with redemptions of our common stock after December 31, 2022.

Our commonOn August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”), which, among other things, imposes a 1% excise tax on any domestic corporation that repurchases its stock and warrants may be subject to “penny stock” rules (generally defined as non-exchange tradedafter December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a per-share price below $5.00) inDelaware corporation and our securities will trade on Nasdaq, we will be a “covered corporation” within the future.meaning of the IRA following this offering. While not free from doubt, absent any further guidance from Congress, the Excise Tax may apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial business combination and the Special Meeting, unless an exemption is available. Issuances of securities in connection with our initial business combination transaction (including any PIPE transaction at the time of our initial business combination) are expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued. Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets. Further, the application of the Excise Tax in the event of a liquidation is uncertain.

Except for franchise taxes and income taxes, the proceeds placed in the trust account and the interest earned shall not be used to pay for possible excise tax or any other fees or taxes that may be levied on the Company under any current, pending or future rules or laws, including without limitation any excise tax due under the IRA on any redemptions or stock buybacks by the Company.

In the event the Founder Share Amendment is approved, Nasdaq may delist our securities from trading on its exchange, particularly following any stockholder redemption, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We are subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of our securities on Nasdaq. Such continued listing requirements include, among other things, the MVLS Requirement to comply with Listing Rule 5550(b)(2), requiring the Company to maintain market value of listed securities of at least $35 million for the previous thirty (30) consecutive trading days for continued listing on Nasdaq.

We expect that if our Liberty Class A Common Stock fails to meet Nasdaq’s continued listing requirements, our units and warrants will also fail to meet Nasdaq’s continued listing requirements for those securities. We cannot assure you that any of our Liberty Class A Common Stock, units or warrants will be able to meet any of Nasdaq’s continued listing requirements. If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange.

If Nasdaq delists any of our securities from trading on its exchange and we are currently not considered “penny stock” since theyable to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are listed on Nasdaq,referred to as “covered securities.” Our Liberty Class A Common stock, units and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we are unable to maintain that listing and our common stock and warrants arewere no longer listed on Nasdaq, unless we maintain a per-share price above $5.00, our common stock and warrants will become “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those whosecurities would not qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investmentscovered securities under such statute and we would be subject to regulation in penny stocks. Broker-dealers must also provide, prior to a transactioneach state in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid andwhich we offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.our securities.

Legal remedies available to an investor in “penny stocks” may include the following:

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock or our warrants and may affect your ability to resell our common stock and our warrants.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock or our warrants will not be classified as a “penny stock” in the future.

Penny stocks are generally considered to be high-risk investments. There are several factors that contribute to the high-risk nature of penny stocks, including:

Overall, it's important to approach penny stocks with caution and to thoroughly research any investment before making a decision. It's also a good idea to diversify your portfolio and to limit your exposure to any one stock or sector.

BACKGROUND

We are a blank check company formed in Delaware on April 22, 2021, for the purpose of effecting a merger, sharecapital stock exchange, asset acquisition, sharestock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this proxy statement/prospectus as our initial business combination. Based on our business activities, Liberty is a “shell company” as defined under the Exchange Act, because we have no operations and nominal assets consisting almost entirely of cash.businesses.

There are currently 100,000,0004,336,460 shares of Class A common stock authorized,Common Stock and 2,875,000 shares of which 530,275 are issued and outstanding and 11,500,000 are subject to possible redemption, and 10,000,000 Class B common stock authorized, of which 2,875,000 areCommon Stock issued and outstanding. We also have outstanding 11,500,000 warrants underlying the units sold in IPOThe shares of Class A Common Stock include 86,250 shares of Class A Common Stock we issued as representative shares and 530,275 shares of Class A Common Stock we issued as part of the Private Placement WarrantsUnits issued to our Sponsor (and/or its designees) in a private placement simultaneously with the consummation of our IPO.IPO and the full exercise of the underwriters’ overallotment option. In addition, we issued warrants to purchase 8,625,000 shares of Class A Common Stock as part of our IPO and private placement warrants to purchase 530,275 shares of Class A Common Stock, which private placement warrants were included as part of the Private Placement Units. As of record date, there were 8,625,000 public warrants outstanding. Each whole warrant entitles its holder to purchase one whole share of Class A ordinary sharecommon stock at an exercise price of $11.50 per share.

The Founder Shares carry voting rights in connection withwarrants will become exercisable on the Extension Amendment Proposal,later of the Trust Amendment Proposaldate of the completion of our initial business combination and 12 months from the effective date of our IPO registration statement and expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the reported last sale price of our Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the Adjournment Proposal,like) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we expect allgive proper notice of the Sponsor’s shareholders to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposalsuch redemption and the Adjournment Proposal, though theyprovided certain other conditions are not required to do so.met.

A total of $115,000,000$100,000,000, comprised of the proceeds from ourthe IPO and a portionthe proceeds of the proceeds from the simultaneous sale of the Private Placement Warrants wereUnits, net of the underwriting commissions, discounts, and offering expenses, was placed in our Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity of 180185 days or less or in any open ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, until the earlier ofof: (i) the consummation of a business combination or (ii) the distribution of the proceeds in the Trust Account as described below.

Approximately $121.72 million$42,456,172 was held in the Trust Account as of March 16, 2023.January 30, 2024. The mailing address of the Company’s principal executive office is 78 SW 7th Street,10 East 53^rd St. Suite 500, Miami, Florida 33130.3001 New York, New York 10022.

Caspi Business Combination

As previously announced, we entered into the Business Combination Agreement on December 22, 2022 with Caspi and Merger Sub. Pursuant to the Business Combination Agreement, the parties agreed, subject to the terms and conditionsThe purpose of the Business Combination Agreement, to effect the Business Combination. For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on December 22, 2022 and our Registration Statement.

The Liberty Board believes it will not be able to effect the Business Combination by May 8, 2023. The Extension Amendment Proposal, and the Trust Amendment Proposal are essentialand, if necessary, the Adjournment Proposal, is to allowingallow us moreadditional time to obtain approval for any proposed business combination at a special meetingconsummate our Business Combination. The Company’s Board has determined that it is in the best interests of its shareholders and consummate any proposed business combination priorthe Company to the Extended Deadline and to reduce our cost to extendseek an extension of the Termination Date toand have the Extended Deadline. Approval ofCompany’s stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Extension Amendment. The Liberty Board believes that, given the Company’s expenditure ofallow for additional time effort and money on a proposed business combination, circumstances warrant providing public shareholders an opportunity to effectconsummate the Business Combination. Without the Extension, the LibertyCompany believes that the Company will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the Business Combination and would be forced to liquidate.

We are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained. This includes any potential review by a U.S. government entity, such as CFIUS, on account of certain foreign ownership restrictions on U.S. businesses.

CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings.

While we are using our best efforts to complete the Business Combination as soon as practicable, the Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before MayFebruary 8, 2023.2024. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our shareholdersstockholders are otherwise in favor of consummating the Business Combination.

Because we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to complete the Business Combination within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $[__] per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

You are not being asked to vote on the Business Combination or any other proposed business combination or any other business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on any proposed business combination if andthe Business Combination when it is submitted to shareholdersstockholders and the right to redeem your public shares for a pro rata portion of the Trust Accountcash in the event such business combinationthe Business Combination is approved and completed or if we have not consummated a business combinationBusiness Combination by the Extended Deadline.Date.

THE EXTENSION AMENDMENT PROPOSAL

The Extension Amendment Proposal

We areCompany is proposing to amend the Existing Company Charter to extend the date by which the Company has to consummate an initial business combination to the Extended Deadline. Date.

The Extension Amendment Proposal isand the Trust Amendment Proposal are required for the implementation of the Liberty Board’s plan to change the structure and cost of the Company’s right to extend the date by whichallow the Company must consummate an initial business combination.

If the Extension Amendment and the Trust Amendment are approved and implemented, the Company may, but is not obligatedmore time 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.Business Combination.

If the Extension Amendment Proposal isand the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional extension as permitted by the Charter, and we have not consummated the Business Combination by MayFebruary 8, 2023,2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafterafter subject to lawfully available funds, therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares of Class A Common Stock, which redemption will completely extinguish rights of public shareholdersstockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholdersstockholders and the Liberty Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal and implement the Extension Amendment.

The Liberty Board believes that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public shareholdersstockholders an opportunity to consider the Business Combination and that it is in the best interests of our shareholdersstockholders that we obtain the Extension Amendment.Extension. The Liberty Board believes that the Business Combination will provide significant benefits to our shareholders.stockholders. For more information about the Business Combination, see Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2022 and our Registration Statement.2022.

A copy of the proposed amendment to the Existing Company Charter of the Company is attached to this Proxy Statement in Annex A.

Vote Needed to Approve the Extension Amendment Proposal

The Existing Company Charter and the Company’s IPO prospectus provide that the affirmative vote of the holders of at least 65% of the votes entitled to be cast by the holders of the Company’s issued and outstanding shares of common stock, including the Founder Shares and the shares of the Class A common stock underlying the Private Placement Units, is required to extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. Additionally, the Existing Company Charter and our IPO prospectus provide for all public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue to believe that a business combination would be in the best interests of our stockholders, and because we will not be able to conclude a business combination within the permitted time period, the Liberty Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond May 8, 2023, to the Extended Deadline. We intend to hold another stockholder meeting prior to the Extended Deadline in order to seek stockholder approval of the Business Combination.

The Liberty Board will abandon and not implement the Extension Amendment Proposal unless our stockholders approve both the Extension Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the Extension Amendment and Trust Amendment, the Liberty Board will retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.

Full Text of the Resolution to be Approved

“RESOLVED, that subject to and conditional upon the trust account, which is governed by the investment management trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on November 8, 2021, having net tangible assets of at least US $5,000,001 as at the date of this resolution, the first amendment to the amended and restated certificate of incorporation, a copy of which is attached to the accompanying proxy statement as Annex A, be and is hereby adopted.”

Reasons for the Redemption Rights Associated with the Extension Amendment Proposal

The Existing Company Charter provides that if our shareholders approve an amendment to the Existing Company Charter (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination before May 8, 2023, or (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. We believe that this provision of the Existing Company Charter was included to protect our public shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the Existing Company Charter and discussed in the prospectus associated with our IPO.

Reasons for the Extension Amendment Proposal

Pursuant to the Existing CompanyThe Charter, as previously amended, provides that the Company currently has until MayFebruary 8, 20232024, to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms, unless extended as specifically providedwith the proceeds deposited in the Existing Company Charter.Trust Account (representing $10.15 per public share). The purpose of the Extension Amendment is to change the structure and cost of the Company’s right to extend the date by whichallow the Company must consummate anmore time to complete its initial business combination and to provide that if any Extended Deadline ends on a day that is not a business day, such Extended Deadline will be automatically extended to the next succeeding business day. combination.

As previously announced, we entered into the Business Combination Agreement with Caspi on December 22, 2022. Pursuant toUnder the Business Combination Agreement, the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business Combination.

If the Extension Amendment and the Trust Amendment are approved and implemented, 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.

While we are using our best efforts to complete the Business Combination as soon as practicable, the Liberty Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Liberty Board believes that in order to be able to consummate the Business Combination, we will need to changeobtain the structure and cost of the Company’s right to extend the date by which the Company must consummate an initial business combination.

If the Extension Amendment and the Trust Amendment are approved and implemented, 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.

The Liberty Board has determined that it is in the best interests of the Company to have the Company’s shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate the Business Combination and to reduce our cost to extend the Termination Date to the Extended Deadline.Extension. Without the Extension, the CompanyBoard believes that the Company willthere is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before the Termination Date.February 8, 2024. If that were to occur, the Companywe would be precluded from completing the Business Combination and would be forced to liquidate.liquidate even if our stockholders are otherwise in favor of consummating the Business Combination.

WithIf the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business Combination as soon as possible and in any event on or before the Extended Date.

The Company’s IPO prospectus and Charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock, including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. Additionally, our IPO prospectus and Charter provide for all public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue to believe that a business combination would be in the best interests of our stockholders, and because we will not be able to conclude a business combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond February 8, 2024 to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of the Business Combination.

We believe that the foregoing Charter provision was included to protect Company stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the Charter. We also believe that, given the Company’s expenditure of time, effort and money on finding a business combination and our entry into the Business Combination Agreement with respect to the Business Combination, circumstances warrant providing public stockholders an opportunity to consider the Business Combination.

If the Extension Amendment the cost to purchase one-month extensionsProposal is the lesserNot Approved

Stockholder approval of (x) $150,000 or (y) $0.05 per share for each public share outstanding as of the applicable Deadline Date for each extension. The table below sets forth the cost of an extension for three months based upon the redemption scenarios set forth therein. We are unable to predict the actual number of public shares for which public shareholders will make Redemption Elections in connection with the Extension Amendment Proposal.

(1)       Assumes shares are redeemed at a price equal to the March 15, 2023 Trust Account Balance of $121.72 million divided by the 11,500,000 total outstanding public shares and leaving $5,000,001 in the Trust Account.Amendment Proposal is required for the implementation of our Board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement the Extension Amendment and the Trust Amendment unless our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal.

If the Extension Amendment Proposal is Not Approved

Ifand the ExtensionTrust Amendment Proposal isare not approved, our Sponsor determines not to fund any additional extension as permitted by the Charter, and we have not consummated the Business Combination by MayFebruary 8, 2023,2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafterafter subject to lawfully available funds, therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares of Class A Common Stock, which redemption will completely extinguish rights of public shareholdersstockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholdersstockholders and the Liberty Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. However, our Sponsor has the right under our existing Charter to extend the date to November 7, 2024, by making an additional deposit of $35,000 into the Trust Account.

There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor’s shareholders and our directors and officersSponsor will not receive any monies held in the Trust Account as a result of theirits ownership of the Founder Shares.Shares or the Private Placement Units.

If the Extension Amendment Proposal Is Approved

Upon approval ofIf the Extension Amendment Proposal byand the requisite number of votes,Trust Amendment Proposal are approved, the amendmentsCompany will file an amendment to the Existing Company Charter that arewith the Secretary of State of the State of Delaware in the form set forth in Annex Ahereto to changeextend the structure and cost of the andtime it has to provide that if any Extended Deadline ends on a day that is notcomplete a business day, suchcombination until the Extended Deadline will be automatically extended to the next succeeding business day will become effective.Date. The Company will remain a reporting company under the Exchange Act and its units, Class A common stockCommon Stock, and public warrants will remain publicly traded. The Company will then continue to work to consummate the Business Combination by the Extended Deadline.Date.

Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further action by our stockholders, subject to the terms of the Business Combination Agreement. We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal and implement the Extension Amendment. In the event the Special Meeting is cancelled, we will dissolve and liquidate in accordance with the Charter. 

You are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended Date.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, our Sponsor or its designees has agreed to loan to us the lesser of $35,000 or $0.03 per share for each one-month extension up to a maximum of $10,350,000 for a total of nine one-month extensions until November 7, 2024, unless the Closing of the Company’s initial business combination shall have occurred (the “Extension Loan”), which amount will be deposited into the Trust Account. The Extension Loan is conditioned upon the implementation of the Extension Amendment Proposal and the Trust Amendment Proposal. The Extension Loan will not occur if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, or the Extension is not completed. The Extension Loan will not bear interest and will be repayable upon consummation of a Business Combination. If the sponsor or its designees advises us that it does not intend to make the Extension Loan, then the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal will not be put before the stockholders at the Special Meeting and, unless the Company can complete the Business Combination by November 7, 2024, we will dissolve and liquidate in accordance with our Charter.

The Extension Amendment Proposal is conditioned upon the implementation of the Extension Payment. No Extension Payment will occur if the Extension Amendment Proposal is not approved. The Extension Payment will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of the Business Combination. If the Company opts not to utilize the Extension Amendment, then the Company will liquidate and dissolve promptly in accordance with the Charter, and the Sponsor’s obligation to make additional contributions will terminate.

If the Extension Amendment Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with redemptions associated with the Redemption Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $121.72 million$42,456,172 held in the Trust Account as of March 16, 2023. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than $10.58 due to unforeseen claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor’s shareholders and our directors and officers, the sole holders of our Founder Shares, will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.January 30, 2024.

If the Extension Amendment Proposal is approved but we do not consummate a business combination by the Extended Deadline, unless further extended, we will (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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses, and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject to our obligations to provide for claims of creditors and other requirements of applicable law.

You are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your public shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended Deadline.

Redemption Rights

If the Extension Amendment Proposal is approved, and the Extension is implemented, each public shareholderstockholder may seek to redeem its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with any shareholderstockholder vote to approve a proposed business combination,Business Combination, or if the Company has not consummated a business combination by the Extended Deadline.Date.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE, HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL PRIOR TO 5:00 PMP.M. EASTERN TIME ON APRIL 14, 2023.FEBRUARY 8, 2024.

In connection with tendering your shares for redemption, prior to 5:00 pm.p.m. Eastern time on April 14, 2023February 8, 2024 (two business days before the special meeting)Special Meeting), you must elect either:

Continental Stock Transfer & Trust Company,

1 State Street Plaza, 30th30^th Floor,

New York, New York 10004-1561

Attention:10004, Attn: SPAC Redemptions,

E-mail: e-mail: spacredemptions@continentalstock.com,

or

to deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time on April 14, 2023February 6, 2024 (two business days before the special meeting)Special Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal is approved. In furtherance of such irrevocable election, shareholdersstockholders making the election will not be able to tender their shares after the vote at the special meeting.Special Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the shareholder,stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical sharestock certificate, a shareholder’sstockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder.

It is the Company’s understanding that shareholdersstockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical sharestock certificate. Such shareholdersstockholders will have less time to make their redemptioninvestment decision than those shareholdersstockholders that deliver their shares through the DWAC system. ShareholdersStockholders who request physical sharestock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on April 14, 2023February 6, 2024 (two business days before the special meeting)Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public shareholderstockholder tenders its shares and decides prior to the vote at the special meetingSpecial Meeting that it does not want to redeem its shares, the shareholderstockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meetingSpecial Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically).

You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholderstockholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholderstockholder promptly following the determination that the Extension Amendment Proposal will not be approved. The Company anticipates that a public shareholderstockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public shareholdersstockholders that make the election until such shares are redeemed for cash or returned to such shareholders.stockholders.

If properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.58$[__] at the time of the special meeting.Special Meeting. The closing price of the Company’s Class A common stockCommon Stock on the record date was $10.48.$11.09.

If you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A common stockCommon Stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your sharestock certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern time on April 14, 2023February 6, 2024 (two business days before the special meeting)Special Meeting). The Company anticipates that a public shareholderstockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.Extension.

THE TRUST AMENDMENT PROPOSAL

Vote Required for Approval

The Trust Amendment Proposal

We are proposingaffirmative vote by holders of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares, is required to amend the Trust Agreement to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination to the procedures inapprove the Extension Amendment.

Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal isare not approved, the Extension Amendment and we haveTrust Amendment will not consummatedbe implemented and, if the Business Combination has not been consummated by MayFebruary 8, 2023, we2024, as may be extended to November 7, 2024 by our Sponsor in accordance with the Charter, the Company will be required by its Charter to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafterafter subject to lawfully available funds therefor,fund, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares of Class A Common Stock, which redemption will completely extinguish rights of public shareholdersstockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholdersstockholders and the Liberty Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement such amendment unless our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal.

Pursuant toOur Board will abandon and not implement the Extension Amendment Proposal unless our stockholders approve both the Extension Amendment Proposal and the Trust Agreement, Continental agreed to liquidate the Trust Account after receipt of a Termination Letter (as defined therein) from the Company or upon the date whichAmendment Proposal. This means that if one proposal is the later of (i) up-to 18 months after the closing of the Offering, and (ii) such later date as may be approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the Extension Amendment and Trust Amendment, our Board will retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.

Our Sponsor is expected to vote any common stock owned by it in favor of the Extension Amendment Proposal. On the record date, our Sponsor beneficially owned and was entitled to vote an aggregate of 2,875,000 Founder Shares and 530,275 Private Placement Units, representing approximately 39.73% of the Company’s shareholders.issued and outstanding common stock. Our Sponsor does not intend to purchase Class A Common Stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.

Interests of our Sponsor, Directors and Officers

When you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers, and members of our Board and special advisors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

The LibertyBoard’s Reasons for the Extension Amendment Proposal and Its Recommendation

As discussed below, after careful consideration of all relevant factors, our Board believeshas determined that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination and that itExtension Amendment is in the best interests of our shareholdersthe Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal and recommends that we obtain the Trust Amendment. The Liberty Board believes that the Business Combination will provide significant benefits to our shareholders. For more information about the Business Combination, see Company’s Current Report on Form 8-K filed with the SEC on December 22, 2022 and our Registration Statement.you vote “FOR” such proposal.

Vote Needed to Approve the Trust Amendment Proposal

The Trust AgreementOur Charter provides that the affirmative vote ofCompany has until February 8, 2024, to complete the holders of at least 65% of the total issued and outstanding sharespurposes of the Company is requiredincluding, but not limited to, amendeffecting a business combination under its terms with the relevant provisions of the Trust Agreement.

Reasons for the Trust Amendment Proposal

The Trust Agreement provides that Continental will liquidateproceeds deposited in the Trust Account after receipt of a Termination Letter (as defined therein) from the Company or upon the date which is the later of (i) up-to 18 months after the closing of the Offering and (ii) such later date as may be approved by the Company’s shareholders. The purpose of the Trust Amendment is to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, to the procedures in the Extension Amendment. (representing $10.15 per public share).

As previously announced, we entered into the Business Combination Agreement with Caspi on December 22, 2022. Pursuant toUnder the Business Combination Agreement, the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business Combination.

While we are using our best efforts to complete the Business Combination as soon as practicable, the Liberty Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Liberty Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Trust Amendment.

IfExtension. Without the Extension, the Board believes that there is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of shareholder approval of the Business Combination),significant risk that we intendmight not, despite our best efforts, be able to complete the Business Combination as soon as possible and in any event on or before the Extended Deadline.

Full Text of the Resolution to be Approved

“RESOLVED THAT subject to and conditional upon the Trust Account, which is governed by Trust Agreement, having net tangible assets of at least US$5,000,001 as at the date of this resolution, the Trust Agreement be amended in the form set forth in Annex B to the accompanying proxy statement to allow the Company to extend the date by which the Company has to complete a business combination from May 8, 2023 to February 8, 2024 via nine (9) one-month extensions provided the Company deposits into its 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 such one-month extension until February 8, 2024 unless the closing of the Company’s initial business combination shall have occurred.”

2024. If the Trust Amendment Proposal is Not Approved

If the Trust Amendment Proposal is not approved andthat were to occur, we have not consummatedwould be precluded from completing the Business Combination by May 8, 2023, we will (i) cease all operations except forand would be forced to liquidate even if our stockholders are otherwise in favor of consummating the purpose of winding up, (ii) as promptly as reasonably possible but notBusiness Combination. For more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Liberty Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations to provide for claims of creditors and other requirements of applicable law.

There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor’s shareholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.

If the Trust Amendment Proposal Is Approved

Upon approval of the Extension Amendment Proposal and the Trust Amendment Proposal by the requisite number of votes, the amendments to the Trust Agreement to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, to the procedures in the Extension Amendment will be made to the Trust Agreement so that the provisions of the Trust Agreement mirror what is in the Existing Company Charter as amended by the Extension Amendment.

If the Trust Amendment Proposal is approved but we do not consummate a business combination by the Extended Deadline, we will, unless further extended, (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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses, and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject to our obligations to provide for claims of creditors and other requirements of applicable law.

You are not being asked to vote oninformation about the Business Combination, at this time. Ifsee our Current Report on Form 8-K filed with the Extension Amendment and the Trust Amendment are implemented and you do not elect to redeem your public shares, provided that you are a shareholderSEC on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your public shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended Deadline.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSDecember 22, 2022.

The following discussion summarizes certain United States federal income tax considerations generally applicable to U.S. Holders (as defined below) who elect to have their Class A common stock redeemed for cash pursuant to the exercise of a right to redemption in connection with a Redemption Election.

This discussion is limited to certain United States federal income tax considerations to such U.S. Holders who hold shares of the Class A common stock as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

This discussion is a summary only and does not consider all aspects of United States federal income taxation that may be relevant to a U.S. Holder exercising its right to redemption in light of such holder’s particular circumstances, including tax consequences to U.S. Holders who are:

This discussion is based on the Code, proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion does not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare tax on investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.

We have not sought and do not intend to seek any rulings from the IRS regarding the Business Combination or an exercise of redemption rights by holders of Class A common stock. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not change the accuracy of the statements in this discussion.

As used herein, the term “U.S. Holder” means a beneficial owner of Class A common stock or warrants who or that is for United States federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person.

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for United States federal income tax purposes) is the beneficial owner of our securities, the United States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. Partnerships holding our securities and partners in such partnerships are urged to consult their own tax advisors.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH AN ELECTION. EACH REDEEMING U.S. HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH U.S. HOLDER OF THE EXERCISE OF REDEMPTION RIGHTS THROUGH AN ELECTION, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS.

Redemption as Sale or Distribution

Subject to the PFIC rules discussed below, in the event that a U.S. Holder’s Class A common stock are redeemed pursuant to a Redemption Election, the treatment of the transaction for United States federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A common stock under Section 302 of the Code. If the redemption qualifies as a sale of Class A common stock, a U.S. Holder generally will recognize capital gain or loss and any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such Class A common stock exceeds one year. It is unclear, however, whether certain redemption rights described in the IPO prospectus may suspend the running of the applicable holding period for this purpose. If the redemption does not qualify as a sale of the Class A common stock, it will be treated as a corporate distribution. In that case, the U.S. Holder generally will be required to include in gross income as a dividend the amount of the distribution to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles). To the extent those distributions exceed our current and accumulated earnings and profits, they will constitute a return of capital, which will first reduce your basis in your shares of the Class A common stock, but not below zero, and then will be treated as gain from the sale of your Class A common stock.

Whether a redemption pursuant to a Redemption Election qualifies for sale treatment will depend largely on the total number of Class A common stock treated as held by the U.S. Holder (including any Class A common stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares outstanding both before and after such redemption. The redemption generally will be treated as a sale of Class A common stock (rather than as a corporate distribution) if such redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only our shares actually owned by the U.S. Holder, but also our shares that are constructively owned by such holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include shares of the Class A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption of Class A common stock must, among other requirements, be less than 80 percent of the percentage of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the redemption.

Prior to the Business Combination, the Class A common stock may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the Class A common stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the Class A common stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of Class A common stock owned by certain family members and the U.S. Holder does not constructively own any other of our shares. The redemption of the Class A common stock will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution as described above. A U.S. Holder considering exercising its redemption right should consult its own tax advisor as to whether the redemption will be treated as a sale or as a corporate distribution under the Code.

Passive Foreign Investment Company (“PFIC”) Rules

A non-U.S. corporation will be classified as a PFIC for United States federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because we are a blank check company, with no current active business, we believe that it is likely that we met the PFIC asset or income test for our taxable year ending December 31, 2021 and that we will meet the PFIC asset or income test for our current taxable year ending December 31, 2022. Accordingly, if a U.S. Holder did not make a timely qualified electing fund (“QEF”) election or a mark-to-market election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) shares of the Class A common stock, as described below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Class A common stock or warrants, which would include a redemption pursuant to a Redemption Election if such redemption is treated as a sale under the rules discussed above, and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Class A common stock during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Class A common stock), which may include a redemption pursuant to a Redemption Election if such redemption is treated as a corporate distribution under the rules discussed above. Under these rules:

QEF Redemption Election

A U.S. Holder will avoid the PFIC tax consequences described above in respect to shares of the Class A common stock (but not our warrants) by making a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

If a U.S. Holder has made a QEF election with respect to Class A common stock for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares, (i) any gain recognized as a result of a redemption pursuant to a Redemption Election (if such redemption is treated as a sale under the rules discussed above) generally will be taxable as capital gain and no additional tax will be imposed under the PFIC rules, and (ii) to the extent such redemption is treated as a distribution under the rules discussed above, any distribution of ordinary earnings that were previously included in income generally should not be taxable as a dividend to such U.S. Holder. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income and decreased by amounts distributed but not taxed as dividends under the above rules. Similar basis adjustments apply to property if by reason of holding such property, the U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder may not make a QEF election with respect to its warrants to acquire shares of the Class A common stock. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed United States federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

If a U.S. Holder makes a QEF election after our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A common stock, the adverse PFIC tax consequences (with adjustments to take into account any current income inclusions resulting from the QEF election) will continue to apply with respect to such shares of the Class A common stock unless the U.S. Holder makes a purging election under the PFIC rules. Under the purging election, the U.S. Holder will be deemed to have sold such Class A common stock at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, taxed under the PFIC rules described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in such Class A common stock for purposes of the PFIC rules.

In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. There is no assurance that we will timely provide such required information statement.

Mark-to-Market Redemption Election

If we are a PFIC and Class A common stock constitute marketable stock, a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) Class A common stock, makes a mark-to-market election with respect to such shares for such taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Class A common stock at the end of such year over its adjusted basis in its Class A common stock. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its Class A common stock over the fair market value of its Class A common stock at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Class A common stock will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Class A common stock will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants.

The mark-to-market election is available only for marketable stock, generally, stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including Nasdaq, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.

A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.

The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of Class A common stock or warrants should consult their own tax advisors concerning the application of the PFIC rules under their particular circumstances.

Information Reporting and Backup Withholding

Dividend payments with respect to Class A common stock and proceeds from the sale, exchange or redemption of Class A common stock may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. U.S. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances.

THE special meeting

Overview

Date, Time and Place. The special meeting of the Company’s shareholders will be held at 9:00 a.m. Eastern Time on April 18, 2023 via live webcast. You will be able to attend, vote your shares and submit questions during the special meeting via a live webcast available at https://www.cstproxy.com/libertyresourcesacquisition/2023. If you plan to attend the virtual online special meeting, you will need your 12-digit control number to vote electronically at the special meeting. Only shareholders who own shares as of the close of business on the record date will be entitled to attend the meeting.

Voting Power; record date. You will be entitled to vote or direct votes to be cast at the special meeting, if you owned the Company’s shares at the close of business on March 16, 2023, the record date for the special meeting. You will have one vote per proposal for each of the Company’s shares you owned at that time. The Company’s warrants do not carry voting rights.

Votes Required. Approval of the Extension Amendment Proposal will require the affirmative vote of holders of at least 65% of the Company’s outstanding common stock, including the Founder Shares and the Class A common stock included in the Private Placement Units, who, being present and entitled to vote at the special meeting, vote on the Extension Amendment Proposal at the special meeting, and the Trust Amendment Proposal will require the affirmative vote of holders of at least 65% of the outstanding Company’s common stock, including the Class common stock and the Founder Shares.

If you are the record holder of your shares and you do not sign and return your proxy or attend the special meeting in person, your shares will not be counted in connection with the determination of whether a valid quorum is established. If you hold your shares in “street name” through an account at a brokerage firm, custodian bank, or other nominee and you do not instruct your broker, bank or nominee on how to vote your shares, your shares will be counted as present at the special meeting for purposes of determining whether a quorum is present, but your broker, bank or nominee will not be able to vote your shares and your shares will count as broker non-votes.

Abstentions, broker non-votes and the failure of a record holder to appear at the special meeting either in person or by proxy will have the same effect as votes “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal. If a quorum is present at the special meeting, abstentions and broker non-votes will have no effect on the vote to approve the Adjournment Proposal.

At the close of business on the record date of the special meeting, there were 14,905,275 common stock outstanding, each of which entitles its holder to cast one vote per proposal. The presence of holders of a majority of the outstanding shares either in person or represented by proxy is necessary to constitute a quorum for the special meeting.

If you do not want the Extension Amendment Proposal approved, you must abstain, not vote or vote “AGAINST” the Extension Amendment. If you do not want the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Trust Amendment. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal and/or the Trust Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment Proposal. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment Proposal.

The special meeting; Proxies; Board Solicitation; Proxy Solicitor. The special meeting will be held via live webcast. You will be able to attend the special meeting online, vote and submit your questions during the special meeting by visiting https://www.cstproxy.com/libertyresourcesacquisition/2023. To access the virtual online special meeting, you will need your 12 digit control number to vote electronically at the special meeting. Your vote or your proxy is being solicited by the Liberty Board on the proposals being presented to shareholders at the special meeting. The Company has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies for the special meeting. No recommendation is being made as to whether you should elect to redeem your public shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the special meeting if you are a holder of record of the Company’s shares. You may contact the Proxy Solicitor at 855-414-2266 (toll free) or by email to Liby@LaurelHill.com.

Registration. To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our shares:

If your shares are registered in your name with our transfer agent and you wish to attend the meeting virtually, go to https://www.cstproxy.com/libertyresourcesacquisition/2023 and enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial shareholders who wish to attend the special meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting our transfer agent, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial shareholders should contact our transfer agent no later than 72 hours prior to the meeting date. Shareholders will also have the option to listen to the special meeting by telephone by calling:

The passcode for telephone access: 2742074#. You will not be able to vote or submit questions unless you register for and log in to the special meeting webcast as described herein.

Recommendation of the Board. After careful consideration, the Liberty Board determined that each of the proposals is fair to and in the best interests of the Company and its shareholders. The Liberty Board has approved and declared advisable and recommends that you vote or give instructions to vote “FOR” each of these proposals.

Vote Required for Approval

The affirmative vote of holders of at least 65% of the Company’s outstanding common stock, including the Class A common stock and the Founder Shares, will be required to approve both the Extension Amendment Proposal and the Trust Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, the Extension Amendment and the Trust Amendment will not be implemented. If the Business Combination has not been consummated by May 8, 2023, the Company will be required by the Existing Company Charter to (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 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Liberty Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations to provide for claims of creditors and other requirements of applicable law.

Shareholder approval of both the Extension Amendment and the Trust Amendment is required for the implementation of the Liberty Board’s plan to change the structure and cost of the Company’s right to extend the date by which the Company must consummate an initial business combination. Therefore, the Liberty Board will abandon and not implement such amendment unless our shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal.

On the record date, our Sponsor’s shareholders beneficially owned and were entitled to vote an aggregate of 2,875,000 Founder Shares and 530,275 shares of the Class A common stock underlying the Private Placement Units, representing approximately 22.8% of the Company’s issued and outstanding shares. Our Sponsor and our directors and officers do not intend to purchase shares of the Class A common stock in the open market or in privately negotiated transactions in connection with the shareholder vote on the Extension Amendment and/or the Trust Amendment. We expect all of the Sponsor’s shareholders to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, though they are not required to do so.

Interests of our Sponsor, Directors and Officers

When you consider the recommendation of the Liberty Board, you should keep in mind that our Sponsor, our Sponsor’s shareholders and members of the Liberty Board have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:

Liberty Board’s Reasons for the Extension Amendment Proposal and Trust Amendment Proposal and Its Recommendation

As discussed below, after careful consideration of all relevant factors, the Liberty Board has determined that the Extension Amendment and Trust Amendment are in the best interests of the Company and its shareholders. The Liberty Board has approved and declared advisable adoption of the Extension Amendment Proposal and the Trust Amendment Proposal and recommends that you vote “FOR” such proposals.

The Existing Company Charter provides that the Company has until May 8, 2023 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms. The Existing Company Charter states that if the Company’s shareholdersstockholders approve an amendment to the Existing Company Charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete a business combination before MayFebruary 8, 2023,2024, the Company will provide its public shareholdersstockholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. We believe that this Charter provision in the Existing Company Charter was included to protect the Company public shareholdersstockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Existing Company Charter.

IfIn addition, the Extension AmendmentCompany’s IPO prospectus and Charter provide that the Trust Amendment are approved and implemented,affirmative vote of the Company may, butholders of at least 65% of all outstanding shares of common stock, including the Founder Shares, is not obligatedrequired to extend our corporate existence, except in connection with, and effective upon the period in which the Company must complete the initialconsummation of, a 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.

combination. We believe that, given the Company’s expenditure of time, effort and money on finding an initiala business combination and our entry into the Business Combination Agreement with Caspi with respect to the Business Combination, circumstances warrant providing public shareholdersstockholders an opportunity to consider the Business Combination. Because we continue to believe that thea Business Combination would be in the best interests of our shareholders,stockholders, the Liberty Board has determined to seek shareholderstockholder approval ofto extend the Extension Amendment.date by which we have to complete a business combination beyond February 8, 2024 to the Extended Date, in the event we cannot consummate the Business Combination by February 8, 2024.

The Company is not asking you to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on the Business Combination in the future and the right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the Business Combination is approved and completed or the Company has not consummated another business combination by the Extended Deadline. Date. For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on December 22, 2022.

After careful consideration of all relevant factors, the Liberty Board determined that the Extension Amendment and the Trust Amendment areis in the best interests of the Company and its shareholders.stockholders.

The LibertyRecommendation of the Board

Our Board unanimously recommends that our shareholdersstockholders vote “FOR” the approval of the Extension Amendment Proposal.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain United States federal income tax considerations for holders of our Class A Common Stock with respect to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer to as the “IRS,” and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their partners, and tax-exempt organizations (including private foundations)) and investors that will hold Class A Common Stock as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale,” or other integrated transaction for United States federal income tax purposes, investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or more of the Class A Common Stock of the Company, and Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax. In addition, this summary is limited to investors that hold our Class A Common Stock as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A Common Stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A Common Stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

WE URGE HOLDERS OF OUR CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Holders

This section is addressed to U.S. Holders of our Class A Common Stock that elect to have their Class A Common Stock of the Company redeemed for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its Class A Common Stock of the Company and is:

Redemption of Class A Common Stock

In the event that a U.S. Holder’s Class A Common Stock of the Company is redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A Common Stock under Section 302 of the Code. Whether the redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares both before and after the redemption. The redemption of Class A Common Stock generally will be treated as a sale of the Class A Common Stock (rather than as a distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A common stock which could be acquired under the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Class A Common Stock must, among other requirements, be less than 80% of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock. The redemption of the Class A Common Stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described below under “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions.”

U.S. Holders of our Class A Common Stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their Class A Common Stock of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale

If the redemption qualifies as a sale of Class A Common Stock, a U.S. Holder must treat any gain or loss recognized as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A Common Stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between (i) the amount of cash received in such redemption (or, if the Class A Common Stock is held as part of a unit at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class A Common Stock based upon the then fair market values of the Class A Common Stock and the one warrant included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its Class A Common Stock so redeemed. A U.S. Holder’s adjusted tax basis in its Class A Common Stock generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of Class A Common Stock or the U.S. Holder’s initial basis for Class A Common Stock upon exercise of a whole warrant) less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.

Taxation of Distributions

If the redemption does not qualify as a sale of Class A Common Stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A Common Stock and will be treated as described under “U.S. Federal Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale.” Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at a reduced rate.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Non-U.S. Holders of our Class A common stock that elect to have their Class A Common Stock of the Company redeemed for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its Class A Common Stock of the Company and is not a U.S. Holder.

Redemption of Class A Common Stock

The characterization for United States federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A Common Stock generally will correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s Class A Common Stock, as described under “U.S. Federal Income Tax Considerations to U.S. Holders.”

Non-U.S. Holders of our Class A Common Stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their Class A Common Stock of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale

If the redemption qualifies as a sale of Class A Common Stock, a Non-U.S. Holder generally will not be subject to United States federal income or withholding tax in respect of gain recognized on a sale of its Class A Common Stock of the Company, unless:

Taxation of Distributions

If the redemption does not qualify as a sale of Class A Common Stock, the Non-U.S. Holder will be treated as receiving a distribution. In general, any distributions we make to a Non-U.S. Holder of shares of our Class A Common Stock, to the extent paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A Common Stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Class A Common Stock, which will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock.” Dividends we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements. Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal.

THE TRUST AMENDMENT PROPOSAL

The Trust Amendment

The proposed Trust Amendment would amend our existing Investment Management Trust Agreement (as amended to date, the “Trust Agreement”), dated as of November 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), (i) allowing the Company to extend the Business Combination period from February 8, 2024 to November 7, 2024 (the “Trust Amendment”) and (ii) updating certain defined terms in the Trust Agreement. A copy of the proposed Trust Amendment is attached to this proxy statement as Annex B. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Trust Amendment

The purpose of the Trust Amendment is to give the Company the right to extend the Business Combination period from February 8, 2024, to November 7, 2024 and to update certain defined terms in the Trust Agreement.

The Company’s current Trust Agreement provides that the Company has until 15 months (or up to 18 months if the Company extends the period of time as described in more detail in the IPO prospectus) after the closing of the IPO, and such later date as may be approved by the Company’s stockholders in accordance with the Charter to terminate the Trust Agreement and liquidate the Trust Account. The Trust Amendment will make it clear that the Company has until the Extended Termination Date, as defined in the Extension Amendment, to terminate the Trust Agreement and liquidate the Trust Account. The Trust Amendment also ensures that certain terms and definitions as used in the Trust Agreement are revised and updated according to the Extension Amendment.

If the Trust Amendment is not approved and we do not consummate an initial Business Combination by February 8, 2024 (subject to the requirements of law), as such date may be extended to March 24, 2024, under the current Trust Agreement, we will be required to dissolve and liquidate our trust account by returning the then remaining funds (less up to $100,000 of the net interest to pay dissolution expenses) in such account to the public stockholders, and our warrants to purchase common stock will expire worthless.

If the Trust Amendment Is Approved

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the amendment to the Trust Agreement in the form of Annex B will be executed and the Trust Account will not be disbursed except in connection with our completion of the Business Combination or in connection with our liquidation if we do not complete an initial business combination by the applicable termination date. The Company will then continue to attempt to consummate a business combination until the applicable Extended Termination Date or until the Company’s Board of Directors determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable Extended Termination Date and does not wish to seek an additional extension.

Vote Required for Approval

The affirmative vote of holders of at least 65% of the outstanding shares of our common stock is required to approve the Trust Amendment. Broker non-votes, abstentions or the failure to vote on the Trust Amendment will have the same effect as a vote “AGAINST” the Trust Amendment.

Our Board will abandon and not implement the Trust Amendment Proposal unless our stockholders approve both the Extension Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the Extension Amendment and Trust Amendment, our Board will retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.

Our Sponsor is expected to vote any common stock owned by it in favor of the Trust Amendment Proposal. On the record date, our Sponsor beneficially owned and was entitled to vote an aggregate of 2,875,000 Founder Shares and 530,275 Private Placement Units, representing approximately 39.73% of the Company’s issued and outstanding shares of common stock. Our Sponsor does not intend to purchase shares of Class A Common Stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Trust Amendment.

You are not being asked to vote on any business combination at this time. If the Trust Amendment is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on a Business Combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the stockholders’ vote is sought) or the Company has not consummated the Business Combination by the Extended Termination Date.

Recommendation of the Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE TRUST AMENDMENT PROPOSAL.

THE FOUNDER SHARE AMENDMENT PROPOSAL

Overview

In addition to the Extension Amendment, the Company is proposing to amend the Charter, substantially in the form set forth in Annex A attached, to allow for the conversion of the Class B Common Stock to Class A Common Stock on a one-for-one basis at any point prior to a Business Combination at the option of the holder (the “Founder Share Amendment”). Upon conversion of the Class B Common Stock to Class A Common Stock, such Class A Common Stock will not be entitled to receive funds from the Trust Account through redemptions or otherwise.

Reasons for the Founder Share Amendment

The Charter provides that the Class B Common Stock converts automatically to Class A Common Stock upon the consummation of a business combination on a one-to-one basis. The purpose of the Founder Share Amendment is to allow conversion of the Founder Shares at any time prior to the Business Combination at the option of the holder.

Such conversions would give the Company further flexibility to consummate the Business Combination. Accordingly, the Board believes that in order to be able to consummate the Business Combination, the Sponsor will need to convert such Class B Common Stock to Class A Common Stock.

Required Vote

The affirmative vote of a majority of the outstanding Class B Common Stock voting as a separate class is required to approve the Founder Share Amendment requires the affirmative vote of the majority of votes cast by stockholders represented online or by proxy at the Special Meeting.

If the Founder Share Amendment Proposal are not approved, the Sponsor or other holders of Class B Common Stock will not be permitted to convert such shares of Class B Common Stock into shares of Class A Common Stock before the completion of the Business Combination. Similarly, Section 141(f) of the DGCL will remain applicable to the actions of the Board and its committees.

The Sponsor and all of the Company’s directors, executive officers and their affiliates are expected to vote any Common Stock owned by them in favor of the Founder Share Amendment Proposal. Since the Class B Common Stock represents a majority of both the Class A Common Stock and the Class B Common Stock voting together as a single class and the Sponsor holds 2,875,000 shares of the Class B Common Stock, we expect the Founder Share Amendment Proposal to be approved. Upon conversion of the Class B Common Stock to Class A Common Stock, such Class A Common Stock will not be entitled to receive funds from the Trust Account through redemptions or otherwise.

Recommendation of the Board

As discussed above, after careful consideration of all relevant factors, our Board has determined that the Founder Share Amendment Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable the adoption of the Founder Share Amendment Proposal.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE FOUNDER SHARE AMENDMENT PROPOSAL.

The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Interests of the Liberty’s Sponsor, Directors and Officers” for a further discussion.

THE SPECIAL MEETING

Overview

Date, Time and Place. The Special Meeting of the Company’s stockholders will be held at [__] a.m. Eastern Time on February [6], 2024 as a virtual meeting via live webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/Libertycorp/2024. If you plan to attend the virtual online Special Meeting, you will need your 12-digit control number to vote electronically at the Special Meeting. The meeting will be held virtually over the internet by means of a live audio webcast. Only stockholders who own shares of our common stock as of the close of business on the record date will be entitled to attend the Special Meeting.

To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.

If your shares are registered in your name with our transfer agent and you wish to attend the virtual meeting, go to https://www.cstproxy.com/Libertycorp/2024 and enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial stockholders who wish to attend the Special Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting our transfer agent, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact our transfer agent no later than 72 hours prior to the meeting date.

Stockholders will also have the option to listen to the Special Meeting by telephone by calling:

The passcode for telephone access: 9513916#. You will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast.

Voting Power; record date. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned the Company’s Class A Common Stock at the close of business on January 24, 2024, the record date for the Special Meeting. You will have one vote per proposal for each share of the Company’s common stock you owned at that time. The Company’s warrants do not carry voting rights.

Votes Required. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of holders of at least 65% of the Company’s common stock outstanding on the record date, including the Founder Shares. The Founder Share Amendment Proposal require the affirmative vote of the majority of the shares of Class B Common Stock then outstanding, voting separately as a single class. If you do not vote or if you abstain from voting on a proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes.

At the close of business on the record date of the Special Meeting, there were 4,336,460 shares of Class A Common Stock and 2,875,000 shares of Class B Common Stock outstanding, each of which entitles its holder to cast one vote per proposal.

If you do not want the Extension Amendment Proposal, the Founder Share Amendment Proposal, or the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment Proposal. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment Proposal.

Proxies; Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Board on the proposals being presented to stockholders at the Special Meeting. The Company has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies for the Special Meeting. No recommendation is being made as to whether you should elect to redeem your public shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the Special Meeting if you are a holder of record of the Company’s common stock. You may contact the Proxy Solicitor at Laurel Hill Advisory Group, LLC, 2 Robbins Lane, Suite 201, Jericho, NY 11753, 855-414-2266, email: Liberty@laurelhill.com.

THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the Libertyour Board to adjourn the special meetingSpecial Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholdersstockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal, and the Trust Amendment Proposal. In no event will the Libertyour Board adjourn the special meetingSpecial Meeting beyond MayFebruary 8, 2023.2024.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our shareholders, the Libertystockholders, our Board may not be able to adjourn the special meetingSpecial Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.

Full Text of the Resolution to be Approved

“RESOLVED THAT, the adjournment of the special meeting to a later date or dates to be determined by the chairman of the special meeting to permit further solicitation of proxies be confirmed, adopted, approved and ratified in all respects.”

Vote Required for Approval

The approval of the Adjournment Proposal must be approved byrequires the affirmative vote of the holders of a majority of the then issued and outstanding shares ofvotes cast by stockholders represented in person or by proxy at the common stock of the Company who, being present and entitledSpecial Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote in person, by proxy or online at the special meeting, vote on the Adjournment Proposal at the special meeting. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the special meeting andSpecial Meeting will have no effect on the outcome of any vote to approveon the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Recommendation of the Liberty Board

If presented, our boardOur Board unanimously recommends that our shareholdersstockholders vote “FOR” the approval of the Adjournment Proposal.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of the Company’s sharescommon stock as of the record date based on information obtained from the persons named below, with respect to the beneficial ownership of shares of the Company’s shares,common stock, by:

As of the record date, there were 12,030,2754,336,460 shares of the Class A common stock (including 11,500,000 shares outstanding subject to possible redemption) and 2,875,000 shares of the Class B common stock issued and outstanding. Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the Company’s warrants because such warrants are not exercisable within 60 days of the date of this proxy statement.

Notes:

The Sponsor purchased an aggregate of 2,865,000 Private Placement Warrants for a purchase price of $1.00 per whole warrant, or $2,865,000 in the aggregate, in a private placement that occurred simultaneously with the closing of the Liberty IPO. Each Private Placement Warrant entitles the holder to purchase one Liberty Class A Ordinary Share at $11.50 per share, subject to adjustment. The Private Placement Warrants (including the Liberty Common Stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Business Combination. In accordance with one of the permitted exceptions to the restrictions on transfer of the Private Placement Warrants, promptly after the completion of the Liberty IPO, the Sponsor distributed all of the Private Placement Warrants to its shareholders as described below. Therefore, the Sponsor itself no longer holds any of the Private Placement Warrants, and all of the Private Placement Warrants are held by the Sponsor’s shareholders.

Prior to the Liberty IPO, the Sponsor raised capital to fund transaction expenses for the Liberty IPO by issuing redeemable preference shares in the Sponsor that entitled the investors to proceeds from the sale by the Sponsor of Founder Shares, Private Placement Warrants or Liberty Class A common stock upon the exercise of the Private Placement Warrants after the consummation of Liberty’s initial business combination. In consultation with their tax advisors, the Sponsor and its investors determined that it would be advantageous for the Sponsor’s investors’ tax purposes if the Sponsor distributed its Founder Shares and Private Placement Warrants to the Sponsor’s investors promptly after the Liberty IPO closing, so accordingly promptly after the Liberty IPO closing the Sponsor distributed all its remaining Founder Shares and all of its Private Placement Warrants to its investors in a non-cash transaction.

SHAREHOLDERSTOCKHOLDER PROPOSALS

If the Extension Amendment Proposal and the Trust Amendment ApprovalProposal are approved, we anticipate that the 20232024 annual meeting of shareholdersstockholders will be held no later than December 31, 2023.2024.

Our bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting. Notice of a nomination or proposal must be delivered to us not later than the close of business on the 90^th day nor earlier than the opening of business on the 120^th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120^th day before the meeting and not later than the later of (x) the close of business on the 90^th day before the meeting or (y) the close of business on the 10^th day following the day on which public announcement of the date of the annual meeting is first made by us. Accordingly, for our 2024 Annual Meeting, assuming the meeting is held on or about December 31, 2024, notice of a nomination or proposal must be delivered to us no later than October 2, 2024, and no earlier than September 2, 2024. Nominations and proposals also must satisfy other requirements set forth in the bylaws. The Chairman of the Board may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures.

If the Extension Amendment Proposal and the Trust Amendment ApprovalProposal are not approved and the Company fails to complete a qualifying business combination on or before MayFebruary 8, 2023,2024, there will be no annual meeting in 2023.2024.

HOUSEHOLDING INFORMATION

Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more shareholdersstockholders reside if we believe the shareholdersstockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholdersstockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholdersstockholders should follow the instructions described below. Similarly, if an address is shared with another shareholderstockholder and together both of the shareholdersstockholders would like to receive only a single set of our disclosure documents, the shareholdersstockholders should follow these instructions:

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this Proxy Statement, over the Internet at the SEC’s website at https:http://www.sec.gov.

If you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the special meeting,Special Meeting, you should contact the Company’s proxy solicitation agent at the following address, telephone number and email:

Laurel Hill Advisory Group, LLC

2 Robbins Lane,

Suite 201
Jericho, NY 11753
855-414-2266
Email: Liberty@laurelhill.com

Toll-Free: 855-414-2266

Email: Liby@laurelhill.comYou may also obtain these documents by requesting them from the Company at:

Liberty Resources Acquisition Corp.
10 East 53^rd St.

Suite 3001

New York, New York 10022
Attn: Dato’ Maznah Binti Abdul Jalil

If you are a shareholderstockholder of the Company and would like to request documents, please do so by April 14, 2023,February [6], 2024, in order to receive them before the special meeting.Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

ANNEX A

THE PROPOSED

FIRSTSECOND AMENDMENT
TO THE

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF

LIBERTY RESOURCES ACQUISITION CORP

ADOPTED BY SPECIAL RESOLUTION ON 18 APRIL 2023CORP.

Under Section 242 of the
Delaware General Corporation Law

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

(b)(ii) Provided that the period of time to consummate a Business Combination has been extended as contemplated in Section 9.1(b)(i) and the Corporation has not consummated an initial business combination, the Board may elect to extend the time to consummate an initial Business Combination for up to an additional nine (9) one-month extensions, provided that (i) the Sponsor (or its affiliates or permitted designees) will deposit, by the Deadline Date in effect prior to such extension, 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.”

IN WITNESS WHEREOF, Liberty Resources Acquisition CorpCorp. 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 18th__^th day of April 2023.February 2024.

ANNEX B

FORM OF

PROPOSED AMENDMENT NO. 1
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTThis Amendment No. 2 (this “Amendment”“Amendment”) is made, dated as of April 18, 2023,February [8], 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Liberty Resources Acquisition Corp, a Delaware corporationCorp. (the “Company”“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”as trustee (“Trustee”). CapitalizedAll terms contained in this Amendment,used but not specifically defined in this Amendment, shall have the meanings ascribedassigned to such termsthem in the Original Agreement (as defined below).Trust Agreement.

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

WHEREAS, $101,500,000 of the gross proceeds of the Offering 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 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 entered into an Investment Management Trust Agreement dated November 8, 2021, as amended by that Amendment No. 1 to the Investment Trust Management Agreement dated April 18, 2023 (the “Original Agreement”“Trust Agreement”);

WHEREAS,, pursuant to organizational documents of the Company, on November 8, 2023, and again on February 8, 2023, the Company extended the date before which the Company must complete a business combination and extended the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from November 8, 2022 to February 8, 2023, and from February 8, 2023 to May 8, 2023, respectively;

WHEREAS, the Company has sought the approval of the holders of its Class A common stock and holders of its Class B common stock with nominal or par value $0.0001 per share (the “Class B common stock”), at a special meeting to:of the Company held on February [8], 2024, the Company’s stockholders approved (i) extenda proposal to amend the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) extending the date beforeby which the Company must completehas to consummate 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”)to November 7, 2024; and (ii) extenda proposal to amend the date on whichTrust Agreement requiring the Trustee must liquidateCompany to, deposit into the Trust Account if the Company haslesser of (x) $35,000 or (y) $0.03 per share for each public share that is not completed its initial business combination from May 8, 2023 toredeemed in connection with the Special Meeting for each such one-month extension commencing February 8, 2024 (or such earlier date after May 8, 2023 as determined byuntil November 7, 2024 subject to the Company’s board of directors) (the “Trust Amendment”);

WHEREAS, holders of 65%terms and conditions of the then issuedAmended and outstanding Class A common stock and Class B common stock, voting together as a single class, approved the Extension Amendment,Restated Certificate of Incorporation, and the Trust Amendment;Agreement, and updating related defined terms; and

WHEREAS, the parties desire to further amend the Original Agreement to, among other things, reflect further amendments to the Original Agreement contemplated by the Trust Amendment;NOW THEREFORE, IT IS AGREED:

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:

1.1.1.1 The fifth recital of the OriginalTrust 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 (or within 18 months if the Company chooses to extend such period, as described in more detail in the registration statement),by February 8, 2024, upon the request of the Company’s sponsor (the “Sponsor”), the Company may extend such period by up to an additional nine (9) one-month extensions at a price of one (1) month, 9 months in the aggregate, by depositing the lesser of (x) $150,000 or (y) $0.05$0.03 per share for each Public Share outstanding as of the applicable Deadline Date for each extension,per month or $35,000.00, 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, 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 per share, 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.Combination;