UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December ~~July 12~~16, 2022

AF ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-40248

86-1456857

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

241 Bradley Place -– Suite cC

Palm Beach, Florida 33480

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (561) 838-9494

~~139 North County Road~~Not Applicable

Floor 2, Suite 35

Palm Beach, FL 33480

(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, and one-third of one redeemable warrant	AFAQU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	AFAQU	The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units, par value $0.0001 per share	AFAQ	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	AFAQ	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	AFAQW	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	AFAQW	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 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 1 8.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On December ~~July 12~~16, 2022, AF Acquisition Corp. (“AF” or the “Company”) issued a ~~promissory~~press ~~note~~release ~~(the~~announcing ~~“Note”)~~that in the ~~principal~~special meeting ~~amount~~in lieu of upannual tomeeting ~~$200,000 to~~of AFits ~~Sponsor~~stockholders ~~LLC~~ (the “~~Sponsor~~Meeting”)~~. The Note was issued in connection with advances the Sponsor has made~~, ~~and~~originally ~~may~~scheduled ~~make in~~for ~~the future~~Thursday, toDecember ~~the Company for working capital expenses. If the Company completes a business combination~~15, ~~the Company would repay the~~2022, ~~Note~~has ~~out~~been ofadjourned ~~the proceeds of the trust account released~~ to ~~the Company. Otherwise~~Monday, ~~the~~December ~~Note would be repaid only out of funds held outside the trust account. In the event that a business combination does not close~~19, ~~the Company may use a portion of the working capital held outside the trust account to repay the Note but no proceeds from the trust account would be used to repay the Note~~2022. At the ~~election of the Sponsor~~Meeting, ~~all~~stockholders orwill ~~a portion of the unpaid principal amount of the Note may~~ be ~~converted~~asked ~~into warrants of the Company at a price of $1.50 per warrant (the “Conversion Warrants”). The Conversion Warrants and their underlying securities are entitled~~ to ~~the registration~~vote ~~rights~~on ~~set forth in~~ the ~~Note.~~following proposals:

~~The~~(i) ~~issuance~~Proposal of1 — A proposal to amend the ~~Note~~Company’s ~~was~~amended ~~made pursuant~~and restated certificate of incorporation (the “Charter”) to extend the ~~exemption~~date by which the Company would be required to consummate a business combination from ~~registration~~March ~~contained~~23, 2023 to August 23, 2023 (the “Extension Amendment Proposal”); (ii) Proposal 2 — A proposal to amend the Charter to permit our Board, in ~~Section~~its 4sole discretion, to elect to wind up our operations on an earlier date (the “Liquidation Amendment Proposal” and, together with the Extension Amendment, the “Charter Amendment Proposals”); (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 (the “Trust Amendment Proposal”); (2iv) Proposal 4 — A proposal to ratify the selection by the audit committee of the ~~Securities~~Board ~~Act~~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 ~~1933~~the Meeting to a later date or dates, asif ~~amended~~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.

~~The~~As a ~~foregoing~~result ~~description~~of isthis ~~qualified~~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 ~~its~~the ~~entirety~~Company’s byinitial ~~reference~~public offering to submit their shares for redemption in connection with the ~~Note,~~Charter aAmendment ~~copy~~Proposals and ofthe ~~which~~Trust isAmendment ~~attached~~Proposal asto ~~Exhibit~~5:00 10p.1m. ~~hereto~~Eastern ~~and~~Time ison ~~incorporated~~Friday, ~~herein~~December by16, ~~reference~~2022.

~~Item~~The Company 2plans to solicit proxies from stockholders during the period prior to the Meeting.~~03.~~ ~~Creation~~Only the holders of athe ~~Direct~~Company’s ~~Financial~~common stock ~~Obligation~~as orof anthe ~~Obligation~~close ~~Under~~of anbusiness ~~Off-balance~~on ~~Sheet~~November ~~Arrangement~~18, of2022, athe ~~Registrant~~record date for the Meeting, are entitled to vote at the Meeting.

~~The~~A copy ~~disclosure~~of ~~contained~~the inpress ~~Item 1~~release is attached as Exhibit 99.011 ofto this Current Report on Form 8-K isand incorporated herein by reference ~~in this Item 2~~.~~03.~~

~~Item 9.01. Financial Statements and Exhibits.~~1

~~(d) Exhibits.~~Forward-Looking Statements

Exhibit Number		Description
99.1		Promissory Note of the Company, dated July 12, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 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.

1Participants in the Solicitation

~~SIGNATURE~~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.

~~Pursuant to the requirements of~~No ~~the~~Offer ~~Securities~~or ~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Solicitation

~~Dated:~~This Report ~~July~~shall 13not constitute a solicitation of a proxy, ~~2022~~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.

AFAdditional Information ~~ACQUISITION~~and ~~CORP.~~Where ~~By:~~to ~~/s/~~Find ~~Christopher Bradley Name: Christopher Bradley Title: Chief Financial Officer~~It

2The 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.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release, dated December 16, 2022
104		Cover Page Interactive Data File

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 16, 2022	AF Acquisition Corp.

	By:	/s/ Christopher Bradley
		Name:	Christopher Bradley
		Title:	Chief Financial Officer

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