UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

~~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): December 308, ~~2021~~2022

~~Arena~~ARENA ~~Fortify~~FORTIFY ~~Acquisition~~ACQUISITION ~~Corp~~CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-41046		86-2228751
(State or other jurisdiction of incorporation or organization)		(~~CommissionFile~~Commission File Number)		(I.R.S. EmployerIdentification Number)

405 Lexington Avenue, 59th Floor

New York, New York 10174

(Address of principal executive offices, including zip code)

(212)

~~212-~~612-3205

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form

~~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~~

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~~TradingSymbol(s)	Name of each exchange on which registered
Units, each consisting of one share ofClass A common stock, $0.0001 parvalue per share, and one-half of oneredeemable warrant	AFACU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant	AFACU	The Nasdaq Stock Market LLC
Shares of Class A common stockincluded as part of the units	AFAC	The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units	AFAC	The Nasdaq Stock Market LLC
Redeemable warrants included as partof the units, each whole warrantexercisable for one share of Class Acommon stock at an exercise price of$11.50	AFACW	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	AFACW	The Nasdaq Stock Market LLC
Shares of Class A common stockunderlying redeemable warrantsincluded as part of the units	AFAC	The Nasdaq Stock Market LLC
Shares of Class A common stock underlying redeemable warrants included as part of the units	AFAC	The Nasdaq Stock Market LLC

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

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule~~ 12b-2 ~~of the Securities Exchange Act of 1934.~~

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 85.0103. ~~Other~~Amendments ~~Events~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 30 8, ~~2021~~2022, Arena Fortify Acquisition Corp. (the “Company”) ~~announced~~held ~~that~~a ~~the~~special ~~holders~~meeting of its stockholders (the ~~Company’s~~“Stockholder ~~units~~Meeting”) to consider and vote upon a proposal (such proposal, the “~~Units~~Charter Amendment Proposal”) ~~may~~to ~~elect~~permit the Company to ~~separately~~liquidate ~~trade~~and ~~the~~wind ~~shares~~up ofearly ~~Class A~~by ~~common~~amending ~~stock,~~the ~~par~~Company’s ~~value~~Amended ~~$0.0001~~and ~~per~~Restated ~~share~~Certificate of Incorporation (the “~~Class A~~Charter”) ~~common~~to ~~stock”~~(i), change ~~and~~the ~~warrants~~date ~~included~~by inwhich the ~~Units~~Company ~~commencing~~must onconsummate ~~December~~a 31merger, ~~2021.~~capital ~~Each~~stock ~~Unit~~exchange, ~~consists~~asset ofacquisition, ~~one~~stock ~~share~~purchase, ofreorganization ~~Class~~or similar business combination from February A15, ~~common~~2023 ~~stock~~to ~~and~~December 9, ~~one-half~~2022 of(the ~~one~~“Amended ~~redeemable~~Termination ~~warrant~~Date”), (ii) remove the Redemption Limitation (as defined in the Charter) to ~~purchase~~allow ~~one~~the ~~share~~Company to redeem shares of the Company’s Class A common stock, par value $0.0001 ~~Any~~per ~~Units~~share, ~~not~~initially ~~separated~~included ~~will~~in ~~continue~~the tounits ~~trade~~sold onas ~~The~~part ~~Nasdaq~~of ~~Global~~the ~~Market~~Company’s initial public offering (“~~Nasdaq~~Public Shares”) ~~under~~notwithstanding the ~~symbol~~fact ~~“AFACU.”~~that ~~Any~~such ~~underlying~~redemption ~~shares~~would ofresult ~~Class A~~in ~~common~~the ~~stock~~Company ~~and~~having ~~warrants~~net ~~that~~tangible ~~are~~assets ~~separated~~of ~~are~~less ~~expected~~than to$5,000,001, ~~trade~~and on(iii) allow the ~~Nasdaq~~Company ~~under~~to ~~the~~remove ~~symbols~~up ~~“AFAC”~~to ~~and “AFACW~~$100,”000 ~~respectively.~~of Nointerest ~~fractional~~earned ~~warrants~~on ~~will~~the beamount ~~issued~~on ~~upon~~deposit ~~separation~~in of the ~~Units~~Trust ~~and~~Account ~~only~~(as ~~whole~~defined ~~warrants~~in ~~will~~the ~~trade.~~Charter) ~~Holders~~prior ofto ~~Units~~redeeming ~~will~~the ~~need~~Public toShares ~~have~~in ~~their~~connection ~~brokers~~with ~~contact~~the ~~Continental~~Stockholder ~~Stock~~Meeting ~~Transfer &~~in ~~Trust~~order ~~Company,~~to ~~the~~pay ~~Company’s~~dissolution ~~transfer~~expenses ~~agent,~~(such amendments to ~~separate~~ the ~~holders’~~Charter ~~Units~~contemplated ~~into~~by ~~shares~~the ofCharter ~~Class A~~Amendment ~~common~~Proposal, ~~stock~~collectively, ~~and~~the ~~warrants~~“Charter Amendment”).

AAt ~~copy~~the Stockholder Meeting, the stockholders of the ~~press~~Company ~~release~~approved ~~issued~~the byCharter Amendment Proposal. On December 8, 2022, the Company ~~announcing~~filed the ~~separate~~Charter ~~trading~~Amendment with the Secretary of State of the ~~securities~~State ~~underlying~~of Delaware. The foregoing description is qualified in its entirety by reference to the ~~Units~~Charter Amendment, a copy of which is attached hereto as Exhibit 99 3.1, and is incorporated by reference herein.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On December 8, 2022, the Company held the Stockholder Meeting to approve the Charter Amendment Proposal and, if necessary, an adjournment proposal (the “Adjournment Proposal”), each as more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on November 16, 2022.

Holders of 16,608,348 shares of common stock of the Company held of record as of November 4, 2022, the record date for the Stockholder Meeting, were present in person or by proxy, representing approximately 77.02% of the voting power of all shares of the Company’s common stock outstanding as of the record date for the Stockholder Meeting, and constituting a quorum for the transaction of business. The voting results at the Stockholder Meeting with respect to the Charter Amendment Proposal (which was approved by the Company’s stockholders) were as follows:

The Charter Amendment Proposal


For	Against	Abstain
16,608,348	0	0

The Company had solicited proxies in favor of an Adjournment Proposal which would have given the Company authority to adjourn the Stockholder Meeting to solicit additional proxies. As there were sufficient votes to approve the Charter Amendment Proposal, the Adjournment Proposal was not presented to stockholders and was not voted upon at the Stockholder Meeting.

In connection with the votes to approve the Charter Amendment, the holders of 17,199,049 Public Shares properly exercised their right to redeem their Public Shares (and did not withdraw their redemption elections) for cash at a redemption price of approximately $10.27 per share, for an aggregate redemption amount of approximately $176,566,159. Because the Company will not be able to complete an initial business combination by the Amended Termination Date, the Company is obligated to redeem the remaining Public Shares as promptly as possible, but not more than 10 business days after the Amended Termination Date (the “Mandatory Redemption”). The Company expects to complete the Mandatory Redemption on or about December 14, 2022. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless on the Amended Termination Date.

Item 7.01.

Regulation FD

On December 9, 2022, the Company issued a press release relating to, among other things, the Stockholder Meeting. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01.

Financial Statements and Exhibits.


(d)		Exhibits.

99.1		Press Release, dated December 30, 2021
3.1		Amendment to the Amended and Restated Certificate of Incorporation of the Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1		Press Release, dated December 9, 2022.
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: December 30 9, ~~2021~~2022


ARENA FORTIFY ACQUISITION CORP.

By:		/s/ Kieran Goodwin
Name:		Kieran Goodwin
Title:		Chief Financial Officer

Filing Compare · Arena Fortify Acquisition Corp.