Item 1.01. Entry into a Material Definitive Agreement
Fourth Amendment to Acquisition Letter
On November 22, 2022, Liberty Resources Acquisition Corp. (“Liberty” or the
“Company”), Caspi Oil Gas LLP (“Caspi”) and Caspi’s owner, Markmore Energy
(Labuan) Limited (“Markmore”), entered into a Fourth Amendment to Acquisition
Letter (the “Fourth Amendment”), that further amends that Acquisition Letter,
dated May 16, 2022, between Liberty and Markmore, as amended by the First
Amendment to Acquisition Letter, dated August 5, 2022, among Liberty, Caspi and
Markmore, Second Amendment to Acquisition Letter, dated September 21, 2022,
among Liberty, Caspi and Markmore, and Third Amendment to Acquisition Letter,
dated October 21, 2022, among Liberty, Caspi and Markmore (as so amended, the
The Fourth Amendment extends the “Due Diligence Period” and the “Exclusivity
Period” for a transaction under the Acquisition Letter (the “Transaction”) to
December 15, 2022, and increases the aggregate “Transaction Consideration” to
$463.7 million. A copy of the Fourth Amendment is attached hereto as Exhibit
A description of the Acquisition Letter is set forth in the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on August
10, 2022, and is incorporated herein by this reference.
Item 7.01 Regulation FD Disclosure
On November 22, 2022, the Company issued a press release announcing the Fourth
Amendment amending the Acquisition Letter by extending the “Due Diligence
Period” and the “Exclusivity Period” to December 15, 2022 and increasing the
“Transaction Consideration” to US$463.7 million. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1.
Additional Information and Where to Find It
In connection with the proposed Transaction, Liberty intends to file relevant
materials with the Securities and Exchange Commission (the “SEC”), including a
Current Report on Form 8-K announcing the entry into the definitive business
combination agreement for the Transaction, a registration statement on Form F-4,
which will include a proxy statement/prospectus of Liberty, and other documents
regarding the proposed Transaction. Liberty’s stockholders and other interested
persons are advised to read, when available, the Current Report on Form 8-K, the
preliminary proxy statement/prospectus and the amendments thereto and the
definitive proxy statement and documents incorporated by reference therein filed
in connection with the proposed Transaction, as these materials will contain
important information about Caspi, Liberty, and the proposed Transaction.
Promptly after the Form F-4 is declared effective by the SEC, Liberty will mail
the definitive proxy statement/prospectus and a proxy card to each stockholder
entitled to vote at the meeting relating to the approval of the business
combination and other proposals set forth in the proxy statement/prospectus.
Before making any voting or investment decision, investors and stockholders of
Liberty are urged to carefully read the entire registration statement and proxy
statement/prospectus, when they become available, and any other relevant
documents filed with the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about the proposed
Transaction. The documents filed by Liberty with the SEC may be obtained free of
charge at the SEC’s website at http://www.sec.gov, (Commission File No: 001-40883), or
by directing a request to Liberty Resources Acquisition Corp., 78 SW 7th Street,
Suite 500, Miami, Florida 33130.
Participants in the Solicitation
Liberty and its directors and executive officers may be deemed participants in
the solicitation of proxies from its stockholders with respect to the business
combination. A list of the names of those directors and executive officers and a
description of their interests in Liberty will be included in the proxy
statement/prospectus for the proposed business combination when available at
http://www.sec.gov. Information about Liberty’s directors and executive officers and
their ownership of Liberty common stock is set forth in Liberty’s prospectus,
dated November 3, 2021, as modified or supplemented by any Form 3 or Form 4
filed with the SEC since the date of such filing. Other information regarding
the interests of the participants in the proxy solicitation will be included in
the proxy statement/prospectus pertaining to the proposed business combination
when it becomes available. These documents can be obtained free of charge from
the source indicated above.
Caspi and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of Liberty in
connection with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their interests in
the proposed business combination will be included in the proxy
statement/prospectus for the proposed business combination.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the proposed
business combination. This communication shall also not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Fourth Amendment to Acquisition Letter, dated as of November 22, 2022. 99.1 Press Release, dated as of November 22, 2022. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
© Edgar Online, source Glimpses