AF Acquisition Corp. (“AF” or the “Company”) (Nasdaq: “AFAQU”,
“AFAQ”, “AFAQW”) announced today that the special meeting in lieu
of annual meeting of stockholders (the “Meeting”) originally
scheduled for Thursday, December 15, 2022, has been adjourned to
Monday, December 19, 2022. At the Meeting, stockholders will be
asked to vote on the following proposals:
(i) Proposal 1 —
A proposal to amend the Company’s amended and restated certificate
of incorporation (the “Charter”) to extend the date by which the
Company would be required to consummate a business combination from
March 23, 2023 to August 23, 2023;
(ii) Proposal 2
— A proposal to amend the Charter to permit our Board, in its
sole discretion, to elect to wind up our operations on an earlier
date;
(iii) Proposal 3
— A proposal to amend the Company’s investment management trust
agreement, dated as of March 18, 2021, by and between the
Company and Continental Stock Transfer & Trust Company, to
extend the date by which the Company would be required to
consummate a business combination from March 23, 2023 to
August 23, 2023, or such earlier date as determined by our
Board in its sole discretion;
(iv) Proposal 4
— A proposal to ratify the selection by the audit committee of the
Board of Marcum LLP to serve as the Company’s independent
registered public accounting firm for the year ending
December 31, 2022; and
(v) Proposal 5 —
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.
As a result of this change, the Meeting will now be held at 9:00
a.m. Eastern Time, on December 19, 2022, via a live webcast at
https://www.cstproxy.com/afacq.com. 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 Charter Amendment Proposals and the Trust Amendment
Proposal to 5:00 p.m. Eastern Time on Friday, December 16,
2022.
The Company plans to solicit proxies from stockholders during
the period prior to the Meeting. Only the holders of the Company’s
common stock as of the close of business on November 18, 2022, the
record date for the Meeting, are entitled to vote at the
Meeting.
About AF
Acquisition Corp.
AF Acquisition Corp. is a blank check company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.
Forward-Looking Statements
This press release 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 Company’s stockholder approval of the above-referenced
proposals, its inability to complete an initial business
combination within the required time period and other risks and
uncertainties indicated from time to time in filings with the 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 to be filed, 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 security
holders of the Company in favor of the approval of the
above-referenced 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 29, 2022 (the “Proxy
Statement”), which may be obtained free of charge from the sources
indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of any of the proposals above. 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: AF Acquisition Corporation, 241 Bradley
Place, Suite C, Palm Beach, FL
33480. Company
Contact:
Christopher BradleyCFO241 Bradley Place, Suite CPalm Beach, FL
33480Telephone: (212) 616-9600
AF Acquisition (NASDAQ:AFAQ)
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