UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2023
Liberty Resources Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-40883 | | 86-3485220 |
| (Commission File Number) | | (IRS Employer Identification No.) |
78 SW 7th Street
Suite 500
Miami, Florida 33130
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (305) 809-7217
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | | LIBYU | | The Nasdaq Stock Market LLC |
| Class A Common Stock, $0.0001 par value per share | | LIBY | | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | | LIBYW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On March 30, 2023, Liberty Resources Acquisition Corp., a Delaware corporation (the “Company”), issued a press release announcing the establishment of a M&A Transition Taskforce to support the business combination with Caspi Oil Gas LLP (“COG”) and execution of pre and post transaction business plans.
As previously announced, Liberty entered into a definitive business combination agreement effective December 15, 2022 that will result in Liberty becoming a wholly owned subsidiary of Liberty Onshore Energy B.V. (“PubCo”). Through a complex restructuring the resultant amalgamated company ultimately will be PubCo, which is expected to continue a listing on the Nasdaq under the symbol LIBY.
Dato’ Maznah Binti Abdul Jalil, Chief Executive Officer of Liberty commented, “[t]he formation of the M&A taskforce is an important milestone as we accelerate our plans and strategies. It’s important we lay the necessary foundation for a successful asset before the business combination is complete. This foundation is planned to enable the implementation of our project development and implement management structures to support these plans.”
The M&A Transition Taskforce, led by Tan Sri Wan Zulkiflee, is comprised of five individuals, bringing decades of expertise and leadership to the transition team. The first order of business consisted of a visit to Rakushechnoye Field, COG’s Investment Venture in Kazakhstan. The transition team will remain in place until the public company transaction is complete, which is expected in the second half of 2023.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | LIBERTY RESOURCES ACQUISITION CORP |
| | | |
| Date: March 30, 2023 | By: | /s/ Dato’ Maznah Binti Abdul Jalil |
| | | Dato’ Maznah Binti Abdul Jalil |
| | | Chief Executive Officer |
