Item 1.01 Entry into a Material definitive
Agreement.
Amendment to the Agreement and Plan of Merger
As previously disclosed, on January 21, 2022,
Arisz Acquisition Corp., a Delaware corporation (“Arisz” or “Parent”), entered into
that certain Agreement and Plan of Merger (as amended as of April 4, 2022, and as may be further amended, supplemented or otherwise modified from time to time, the “Merger
Agreement”), by and between Arisz and Finfront Holding Company, a Cayman Islands exempted company (the “Company”),
pursuant to which (a) Arisz agreed to form BitFuFu Inc., a Cayman Islands exempted company, as its wholly owned subsidiary (“Purchaser”),
(b) Purchaser agreed to form Boundary Holding Company, a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger
Sub”), (c) Arisz will be merged with and into Purchaser (the “Redomestication Merger”), with Purchaser
surviving the Redomestication Merger, and (d) Merger Sub will be merged with and into the Company (the “Acquisition Merger”),
with the Company surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the “Business
Combination”). Following the Business Combination, Purchaser will be a publicly traded company listed on a stock exchange
in the United States.
On April 4, 2022, each of Arisz and the Company
entered into that certain Amendment (the “Amendment”) to the Merger Agreement pursuant to which, among other things,
the parties clarified certain Cayman Island corporate law matters by mutual agreement.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by the terms and conditions of the actual Amendment, which is filed as Exhibit
2.1 hereto and incorporated by reference herein.
Joinder Agreement
Also as previously disclosed, each of Purchaser
and Merger Sub were to sign a joinder agreement, agreeing to be bound by the Merger Agreement as if such parties were parties thereto
on the date of its signing. On February 16, 2022 and February 22, 2022, respectively, each of Purchaser and Merger Sub was incorporated
under the laws of the Cayman Islands as an exempted company. On April 4, 2022, each of Purchaser, Merger Sub, Arisz and the Company executed
that certain Joinder Agreement to the Merger Agreement (the “Joinder Agreement”), whereby each of Purchaser
and Merger Sub have agreed, effective upon execution, that it shall become a party to the Merger Agreement and shall be fully bound by,
and subject to, all of the covenants, terms, representations, warranties, rights, obligations and conditions of the Merger Agreement as
though an original party thereto.
The foregoing description of the Joinder Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Joinder Agreement, a copy of which
is filed as Exhibit 10.1 hereto and incorporated by reference herein.
IMPORTANT NOTICES
Important Notice Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains certain
“forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both
as amended. Statements that are not historical facts, including statements about the pending transactions described above, and the parties’
perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the
proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction,
integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including
estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The
words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions
indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various
risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or
unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are
not limited to: (i) risks related to the expected timing and likelihood of completion of the pending transaction, including the risk that
the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval
for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals;
(ii) risks related to the ability of Arisz and the Company to successfully integrate the businesses; (iii) the occurrence of any event,
change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there
may be a material adverse change with respect to the financial position, performance, operations or prospects of the Company or Arisz;
(v) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (vi) the risk that
any announcements relating to the proposed transaction could have adverse effects on the market price of Arisz’s securities; (vii)
the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain customers
and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses
generally; (viii) the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected
to achieve those synergies; and (ix) risks associated with the financing of the proposed transaction. A further list and description of
risks and uncertainties can be found in the Prospectus dated November 17, 2021 relating Arisz’s initial public offering and in the
Registration Statement and proxy statement that will be filed with the SEC by Arisz and/or its subsidiary in connection with the proposed
transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these
forward-looking statements. Forward-looking statements relate only to the date they were made, and Arisz, the Company and their subsidiaries
undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as
required by law or applicable regulation.
Additional Information and Where to Find It
In connection with the transaction described herein,
Arisz and and/or its subsidiary will file relevant materials with the Securities and Exchange Commission (the “SEC”), including
the Registration Statement on Form F-4 and a proxy statement (the “Registration Statement”). The proxy statement and a proxy
card will be mailed to stockholders as of a record date to be established for voting at the stockholders’ meeting of Arisz stockholders
relating to the proposed transactions. Stockholders will also be able to obtain a copy of the Registration Statement and proxy statement
without charge from Arisz. The Registration Statement and proxy statement, once available, may also be obtained without charge at the
SEC’s website at www.sec.gov or by writing to Arisz at 199 Water Street, 31st Floor, New York, NY 10038. INVESTORS AND SECURITY
HOLDERS OF ARISZ ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
IN CONNECTION WITH THE TRANSACTIONS THAT ARISZ WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT ARISZ, THE COMPANY AND THE TRANSACTIONS.
Participants in Solicitation
Arisz, the Company and certain shareholders of
Arisz, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation
of proxies from the holders of Arisz common stock in respect of the proposed transaction. Information about Arisz’s directors and
executive officers and their ownership of Arisz common stock is set forth in the Prospectus dated November 17, 2021 and filed with the
SEC. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining
to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described
above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Arisz or the Company, nor shall
there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.