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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): October 19, 2023
AIB Acquisition Corporation
(Exact
name of registrant as specified in its charter)
Cayman Islands |
|
001-41230 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
875 Third Avenue, Suite M204A
New York, NY 10022
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 380-8128
Not
Applicable
(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:
☐ | 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 Class A Ordinary Share and one Right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation
of an initial business combination |
|
AIBBU |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Class A Ordinary Shares, par value $0.0001 per share |
|
AIB |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Rights, every ten (10) rights entitle the holder to receive one Class A Ordinary Share upon the consummation of an initial business combination |
|
AIBBR |
|
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 ☒
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.
Item
1.01 Entry into a Material Definitive Agreement.
On
October 19, 2023, AIB Acquisition Corporation (the “Company”) issued a promissory note (the “Note”)
in the aggregate principal amount of up to $750,000 to AIB LLC, a Delaware limited liability company, the Company’s sponsor (the
“Extension Funds”), pursuant to which the Extension Funds will be deposited into the Company’s trust account
(the “Trust Account”) for the benefit of each outstanding Class A ordinary share of the Company (“Public
Share”) that was not redeemed in connection with the extension of the Company’s termination date from October 21, 2023
to January 21, 2025.
The
Company will deposit $50,000 per month into the Trust Account, which equates to approximately $0.05 per remaining Public Share, for each
calendar month (commencing on October 21, 2023 and on the 21st day of each subsequent month) until January 21, 2025, or portion thereof,
that is needed to complete an initial business combination, for up to an aggregate of $750,000. On October 20, 2023, the first installment
of the Extension Funds was deposited into the Trust Account. After such funding, the Trust Account contains approximately $11.26 per
remaining Public Share outstanding.
The
Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Business Combination, and
(b) the date of the liquidation of the Company.
The
foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
On
October 18, 2023, the Company issued an aggregate of 2,156,249 of the Company’s Class A ordinary shares, par value $0.0001
per share (the “Class A Ordinary Shares”), to AIB LLC, the sponsor of the Company (the “Sponsor”),
upon the conversion (the “Conversion”) of an equal number of the Company’s Class B ordinary shares, par
value $0.0001 per share (“Class B Ordinary Shares”), held by the Sponsor.
The
2,156,249 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the
Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption
rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s
initial public offering.
The
issuance of the Class A Ordinary Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended,
in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
October 19, 2023, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “Meeting”).
At the Meeting, the following proposal were considered and acted upon by the shareholders of the Company:
(a)
a proposal to amend the Company’s second amended and restated memorandum and articles of association (the “Charter Amendment”)
to extend the date by which the Company has to consummate an initial business combination from October 21, 2023 to January 21, 2025,
or such earlier date as determined by the board of directors (the “Extension Amendment Proposal”);
(b)
a proposal to ratify the selection by the Company’s audit committee of the board of directors of UHY LLP to serve as its independent
registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”); and
(c)
a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote
of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing
proposals (the “Adjournment Proposal”).
The
number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
1. | Extension
Amendment Proposal |
For |
|
Against |
|
Abstain |
3,162,189 |
|
26,636 |
|
0 |
Accordingly,
the Extension Amendment Proposal was approved.
2. | Auditor
Ratification Proposal |
For |
|
Against |
|
Abstain |
3,188,825 |
|
0 |
|
0 |
Accordingly,
the Auditor Ratification Proposal was approved.
As
there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been
previously voted on by proxy, was not presented to shareholders at the Meeting.
Shareholders
holding 16,501 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the
funds in the Company’s Trust Account. As a result, $185,030.06 (approximately $11.21 per share) will be removed from the Trust
Account to pay such holders.
The
Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on October 19, 2023. A copy of the Charter Amendment
is attached hereto as Exhibit 3.1, and is incorporated by reference.
Item
7.01 Regulation FD Disclosure.
The
disclosure set forth above in Item 3.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
AIB
Acquisition Corporation |
|
|
|
Date:
October 24, 2023 |
By: |
/s/
Eric Chen |
|
|
Name: |
Eric
Chen |
|
|
Title: |
Chief
Executive Officer |
3
Exhibit 3.1
AMENDMENT
TO THE SECOND AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF AIB ACQUISITION CORPORATION
AIB
Acquisition Corporation (the “Corporation”), a corporation organized and existing under the laws of the Cayman Islands,
does hereby certify as follows:
1.
The definition of “Completion Window” in Article I of the Second Amended and Restated Memorandum of Association of the
Corporation is hereby amended and restated to read in its entirety as follows:
“Completion
Window” means the period of time commencing on, and including the closing date of the Offering, and ending on the date that
is the later of 36 months after such closing date of the Offering (or such earlier date as determined by the Board, in its sole discretion,
and included in a public announcement).
2.
The foregoing amendment to the Amended and Restated Memorandum of Association of the Corporation was duly adopted by a special resolution
of the Corporation by the requisite vote of the shareholders entitled to vote thereon in accordance with the provisions of the laws of
the Cayman Islands.
IN
WITNESS WHEREOF, AIB Acquisition Corporation has caused this Certificate of Amendment to the Amended and Restated Memorandum of Association
to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of this 19th day of October, 2023.
AIB ACQUISITION
CORPORATION |
|
|
|
BY: |
/s/
Eric Chen |
|
NAME: |
Eric Chen |
|
TITLE: |
Chief Executive Officer |
|
Exhibit
10.1
THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION
OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY
NOTE
Dated
as of October 19, 2023
Principal
Amount: Up to $750,000 |
New
York, New York |
AIB
Acquisition Corporation, a special purpose acquisition company incorporated as a Cayman Islands exempted company (the “Maker”),
promises to pay to the order of AIB LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the
“Payee”), or order, the principal sum of up to Seven Hundred Fifty Thousand U.S. Dollars ($750,000) in lawful money
of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire
transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate
by written notice in accordance with the provisions of this Note.
1.
Principal. The principal balance of this Note shall be due and payable by the Maker on the earlier of (such date, the “Maturity
Date”), subject to Section 12 below, (a) the date that Maker consummates the Maker’s initial business combination and (b) the
date of the liquidation of the Maker. Under no circumstances shall any individual, including, but not limited to, any officer, director,
employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2.
Interest. No interest shall accrue on the unpaid principal balance of this Note.
3.
Drawdown Requests. The Payee will fund up to Seven Hundred Fifty Thousand U.S. Dollars ($750,000) into the trust account (the “Trust
Account”) of the Maker established in connection with its initial public offering (the “IPO”), such amounts
to be for the benefit of eligible holders of the Maker’s unredeemed Class A ordinary shares upon redemption or liquidation of the
Maker, all in accordance with the Maker’s second amended and restated memorandum and articles of association, as amended on January
19, 2023. The principal of this Note may be drawn down in up to fifteen monthly installments of approximately $50,000 per withdrawal
until the earlier of (i) January 21, 2025 and (ii) the date on which the Maker consummates its initial business combination, upon written
request from the Maker to the Payee (each, a “Drawdown Request”). Each Drawdown Request must be made before the 21st
of each applicable month, and state the amount to be drawn down. The precise amount of each Drawdown Request may vary as needed, in Maker’s
discretion, to satisfy the monthly portion of funds to be deposited in the Trust Account. The Payee, in its sole discretion, shall fund
each Drawdown Request via a wire transfer directly to the Trust Account no later than five (5) business days from the 21st of each applicable
month; provided, however, that the maximum amount of drawdowns collectively under this Note shall not exceed Seven Hundred Fifty
Thousand U.S. Dollars ($750,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests.
Except as set forth herein, no fees, payments or other amounts shall be due to the Payee in connection with, or as a result of, any Drawdown
Request by the Maker.
4.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including, without limitation, reasonable attorneys’ fees, and then to the payment in full of any late charges and
finally to the reduction of the unpaid principal balance of this Note.
5.
Events of Default. The following shall constitute an event of default (“Event of Default”):
(a)
Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within one (1) business
day of the Maturity Date.
(b)
Voluntary Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making
by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due,
or the taking of corporate action by the Maker in furtherance of any of the foregoing.
(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect
of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of
sixty (60) consecutive days.
6.
Remedies.
(a)
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b)
Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
the part of the Payee.
7.
Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted
by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale
under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment, and the Maker
agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued
hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.
8.
Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or
enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any
other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by
the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or
sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.
9.
Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and
delivered: (a) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (b) by facsimile to the number most recently provided to such party or such other address or fax
number as may be designated in writing by such party or (c) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.
10.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF.
11.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12.
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the trust account (the “Trust Account”)
established in which the proceeds of the initial public offering (“the “IPO”) conducted by the Maker (including
the deferred underwriters’ discounts and commissions) and the proceeds of the sale of the units issued in a private placement that occurred
concurrently the closing of the IPO were deposited, as described in greater detail in Maker’s Registration Statement on Form S-1 (333—260594)
filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
13.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payee.
14.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by the Maker (by operation
of law or otherwise) without the prior written consent of the Payee and any attempted assignment without the required consent shall be
void.
[Remainder
of page intentionally left blank. Signature page follows.]
IN
WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the
day and year first above written.
|
AIB Acquisition Corporation |
|
|
|
|
By: |
/s/ Eric Chen |
|
Name: |
Eric Chen |
|
Title: |
Chief Executive Officer |
IN
WITNESS WHEREOF, the Payee, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the
day and year first above written.
|
AIB LLC |
|
|
|
|
By: |
/s/ Eric Chen |
|
Name: |
Eric Chen |
|
Title: |
Managing Member |
5
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|
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--12-31
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|
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|
Entity Central Index Key |
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|
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|
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|
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|
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|
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|
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|
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