Form 8-K Belong Acquisition Corp. For: Dec 09
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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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) |
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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).
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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 December 9, 2022, Belong Acquisition Corp. (the “Company”) issued a press release announcing that the special meeting of its stockholders (the “Special Meeting”) originally scheduled for Wednesday, December 14, 2022, is being postponed to Wednesday, December 21, 2022. At the Special Meeting, stockholders will be asked to vote on the following proposals: (1) a proposal to approve an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination for six months, from January 27, 2023 (the “Original Termination Date”) to July 27, 2023 (the “Extended Date”) (the “Extension Proposal”); (2) a proposal to approve an amendment to the Investment Management Trust Agreement dated July 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), to extend the date on which Continental must liquidate the trust account established in connection with the Company’s initial public offering if the Company has not completed its initial business combination, from the Original Termination Date to the Extended Date (the “Trust Amendment Proposal” and together with the Extension Proposal, the “Proposals”); and (3) a proposal to approve the adjournment of the Special Meeting to a later date, if necessary, under certain circumstances, including, but not limited to, for the purpose of soliciting additional proxies in favor of the Extension Proposal and Trust Amendment Proposal, in the event the Company does not receive the requisite stockholder vote to approve the Proposals.
As a result of this change, the Special Meeting will now be held at 2:30 p.m., Eastern Time, on Wednesday, December 21, 2022, via a virtual meeting link at https://www.cstproxy.com/belongcapital/2022. Also, as a result of this change, the Company has extended the deadline for holders of the Company’s Class A common stock issued in the Company’s initial public offering to submit their shares for redemption in connection with the Proposals to Monday, December 19, 2022. The Company plans to continue to solicit proxies from stockholders during the period prior to the Special Meeting. Only the holders of the Company’s Class A common stock and Class B common stock as of the close of business on November 7, 2022, the record date for the Special Meeting, are entitled to vote at the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the Special Meeting, the Company and its sponsor, Belong Acquisition Sponsor, LLC, have entered into one or more non-redemption agreements with certain stockholders (the “Non-Redemption Agreement”), and expect to enter into additional Non-Redemption Agreements prior to the Special Meeting. The Non-Redemption Agreement, provides for the allocation of up to 100,000 shares of Class B common stock of the Company in exchange for the investor agreeing to hold and not redeem certain public shares at the Special Meeting. The foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
The Company has also determined that, until the earlier of (a) the consummation of the Company’s initial business combination; (b) the liquidation of the Company’s trust account; and (c) 24 months from consummation of the Company’s initial public offering, the Company will continue to maintain the investment of funds held in the trust account in interest-bearing United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. The Company further confirms that it will not utilize any funds from its trust account to pay any potential excise taxes that may become due upon a redemption of the Company’s public shares, including in connection with a liquidation of the Company if it does not effect a business combination prior to its termination date.
Further, the Company has entered into an exclusive, non-binding letter of intent (the “LOI”) with a business combination target in the plant-based foods industry (the “Target”). The Target is a profitable, diversified North American platform with over $50 million in revenue. The Target has an experienced management team with a demonstrated track record of acquiring and growing businesses in the plant-based ingredients and consumer packaged foods industries.
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The Company expects that it can offer the Target its resources, its experience and its network of relationships to support the Target’s growth and access to more attractive financing terms through access to US public markets, making this an attractive potential business combination for the Company’s stockholders. Under the terms of the LOI, the Company and Target would become a combined entity, with the Target’s existing equityholders rolling over 100% of their equity into the combined public company.
The Company expects to announce additional details regarding the proposed business combination when a definitive agreement is executed, which is expected within 30 days from the date hereof, with a final transaction closing anticipated in the second quarter of 2023.
Forward-Looking Statements
This Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the anticipated business combination with the Target, stockholder approval of the proposals at the Special Meeting, the Company’s inability to complete an initial business combination within the required time period or, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors” and other documents the Company has filed, or will file, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Proposals. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the definitive proxy statement dated November 14, 2022 (the “Proxy Statement”), which may be obtained free of charge from the sources indicated below.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. 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 or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Proposals. Stockholders may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, [email protected].
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Non-Redemption Agreement and Assignment of Economic Interest | |
| 99.1 | Press release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: December 9, 2022 | BELONG ACQUISITION CORP. | |
| By: | /s/ Peter Saldarriaga | |
| Name: | Peter Saldarriaga | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
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ATTACHMENTS / EXHIBITS
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST
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