BLNGU Belong Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 25, 2023

 

 

BELONG ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40648		86-1450752
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

202 Washington Street, Suite 401 Brookline, MA		02445
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code:  (215) 731-9450

 

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 share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant		BLNGU		NASDAQ Capital Market
Class A common stock, par value $0.0001 per share		BLNG		NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock		BLNGW		NASDAQ Capital Market

 

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 8.01. Other Events.

 

On July 25, 2023, Belong Acquisition Corp. (the “Company”) issued a press release announcing that, in connection with its previously-announced trust account liquidation, the Company will redeem all of its outstanding shares of Class A common stock that were included in the units issued in its initial public offering (the “Class A Common Stock”), effective as of the close of business on July 27, 2023, for a redemption amount of approximately $10.23 per share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The Company expects that the last day of trading of the Class A Common Stock and its units on the Nasdaq stock market will be July 26, 2023, following which the Company expects that Nasdaq will file a Form 25 with the SEC to delist its securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities and Exchange Act of 1934, as amended.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated July 25, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

Dated: July 25, 2023	BELONG ACQUISITION CORP.
	By:	/s/ Peter Saldarriaga
	Name: Title:	Peter Saldarriaga Chief Executive Officer and Chief Financial Officer

 

Exhibit 99.1

 

Belong Acquisition Corp. Announces Redemption Amount of its Public Shares

BROOKLINE, MA, July 25, 2023 (Globe Newswire) – Belong Acquisition Corp. (NASDAQ:BLNG) (the “Company”), a blank-check company formed for the purpose of acquiring or merging with one or more businesses, today announced that the per-share redemption price for the Company’s outstanding shares of Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”) will be approximately $10.23 (the “Redemption Amount”).

As previously announced on July 7, 2023, the Company will redeem all of its Public Shares because it will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation, as amended. As of the close of business on July 27, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

In order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account, less trustee fees, $100,000 of interest to pay dissolution expenses and net of taxes payable, by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The redemption of the Public Shares is expected to be completed within ten business days after July 27, 2023.

The Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding shares of Class B common stock issued prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company expects that the Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended. The Company anticipates that the Public Shares, as well as the Company’s publicly traded units and warrants, will cease trading as of the close of business on July 26, 2023.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s annual report on Form 10-K filed with the Commission and subsequent reports filed with the Commission, as amended from time to time. Copies of these documents are available on the Commission’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact Information:

Peter Saldarriaga
ir@belongcapital.co

v3.23.2

Cover	Jul. 25, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 25, 2023
Entity File Number	001-40648
Entity Registrant Name	BELONG ACQUISITION CORP.
Entity Central Index Key	0001842384
Entity Tax Identification Number	86-1450752
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	202 Washington Street
Entity Address, Address Line Two	Suite 401
Entity Address, City or Town	Brookline
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02445
City Area Code	(215)
Local Phone Number	731-9450
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant
Trading Symbol	BLNGU
Security Exchange Name	NASDAQ
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	BLNG
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A common stock
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock
Trading Symbol	BLNGW
Security Exchange Name	NASDAQ

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