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

February 59, 2024 (Date of earliest event reported)

Date of Report (Date of earliest event reported)

Arisz Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41078		87-1807866
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

c/o MSQ Ventures 12 East 49th Street, 17th Floor New York, NY		10017
(Address of Principal Executive Offices)		(Zip Code)

c/o MSQ Ventures

~~Registrant’s~~12 ~~telephone~~East ~~number~~49th Street, ~~including area~~17th ~~code: (919) 699 9827~~Floor

~~N/A~~New York, NY 10017

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (919) 699-9827

(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
Common Stock	ARIZ	The Nasdaq Stock Market LLC

Warrants	ARIZW	The Nasdaq Stock Market LLC

Rights	ARIZR	The Nasdaq Stock Market LLC

Units	ARIZU	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 58.~~07.~~01 ~~Submission~~Other ~~of Matters to a Vote of Security Holders.~~Events

~~Arisz Acquisition Corp. (“Arisz”~~Extension ~~or the “Company”) held an annual meeting~~ of ~~stockholders~~Business ~~(the~~Combination ~~“Annual~~Period ~~Meeting”)~~to ~~on February~~March 522, 2024 at 10:00 a.m. Eastern Time. The Annual Meeting was held via teleconference. There were 5,155,754 shares of the Company’s Common Stock, par value $0.0001 per share, (the “Common Stock”) outstanding on the record date, January 16, 2024. There were 3,997,927 shares of common stock of the Company present at the Annual Meeting in person or represented by proxy, which is 77.54 % of the total shares of Common Stock outstanding, thereby constituting a quorum. Summarized below are the results of the matters voted on at the Annual Meeting.

As previously disclosed, on February 5, 2024, Arisz Acquisition Corp. (“Arisz”) held an anual meeting of stockholders to consider, among other things, proposals to amend Arisz’s amended and restated certificate of incorporation in order to extend the time Arisz has to complete its initial business combination up to nine (9) times, with each extension allowing for an additional one (1) month period, from February 22, 2024 to November 24, 2024, provided that Arisz contributes to the trust account established at the closing of Arisz’s initial public offering for the benefit of its public stockholders (the “Trust Account”) the amount of $120,000 for each one-month extension, paid on a month-to-month and as-needed basis. At the meeting, the requisite ~~Charter~~number ~~Amendment~~of stockholders voted in favor of these proposals.

~~Stockholders~~Also, ~~approved~~as ~~the~~previously disclosed, ~~proposal~~in toconnection ~~amend~~with the ~~Company’s~~February ~~amended and~~5, ~~restated~~2024 ~~certificate~~annual ofmeeting, ~~incorporation~~777,050 toshares ~~extend~~of ~~the~~Common ~~date~~Stock bywere ~~which~~tendered ~~Arisz~~for ~~must~~redemption. ~~consummate~~As a ~~business~~result, approximately ~~combination~~$8.59 upmillion ~~to nine~~ (9)approximately ~~times (the~~$11.05 ~~“Charter~~per ~~Amendment”~~share), ~~each~~was ~~such~~removed ~~extension for an additional one (1) month period (each an “Extension”),~~ from ~~February~~Arisz’s ~~22,~~Trust ~~2024~~Account to ~~November~~pay 22such holders, ~~2024.~~taking Weinto ~~refer~~account toadditional ~~this~~allocation ~~proposal as the “Charter Amendment Proposal.” Adoption~~ of ~~the~~payments ~~Charter~~to ~~Amendment~~cover ~~Proposal~~certain ~~required~~tax ~~approval~~obligations ~~by the affirmative vote~~ of atArisz. ~~least~~Following ~~50%~~redemptions, ofArisz ~~the~~has ~~holders~~4,378,704 ~~of the Company’s outstanding~~ shares of Common Stock. ~~The~~outstanding, ~~voting~~and ~~results~~approximately ~~were~~$26.3 million asin ~~follows:~~the Trust Account.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,997,927		0		0		0

On February 9, 2024, Arisz received notice from its sponsor, Arisz Investment LLC (the “Sponsor”), that it was extending the time available to Arisz to consummate its initial business combination from February 22, 2024 to March 22, 2024 (the “February 2024 Extension”). In connection with the February 2024 Extension, on February 16, 2024, the Sponsor deposited $120,000 into the Trust Account, on behalf of Arisz, thereby extending the period of time for Arisz to consummate a business combination to March 22, 2024.

~~The~~Arisz ~~Company~~issued ~~will file~~ the ~~Charter~~release ~~Amendment~~distributed ~~with the~~herewith ~~Secretary~~on ofFebruary ~~State~~16, ~~of the State of Delaware~~2024. AThe materials ~~copy~~attached ofas ~~the~~Exhibit ~~Charter~~99.1 ~~Amendment~~are isincorporated ~~attached~~by ~~hereto~~reference ~~as Exhibit 3~~herein.1.

~~2. Trust~~Important ~~Amendment~~Notice Regarding Forward-Looking Statements

~~Stockholders~~This ~~approved~~Current ~~the~~Report ~~proposal~~on toForm ~~amend~~8-K ~~the~~contains certain “forward-looking ~~investment~~statements” ~~management~~within ~~trust~~the ~~agreement,~~meaning ~~dated~~of asthe Securities Act of ~~November~~1933 17and the Securities Exchange Act of 1934, ~~2021~~both (as amended. onStatements that ~~May~~are ~~12,~~not ~~2023~~historical facts, including statements about the ~~“Trust~~pending ~~Agreement”)~~transactions described above, by and ~~between~~ the ~~Company~~parties’ perspectives and ~~Continental~~expectations, ~~Stock~~are ~~Transfer~~forward-looking &statements. ~~Trust~~Such ~~Company~~statements ~~(the~~include, ~~“Trustee”)~~but are not limited to, ~~allowing~~statements regarding the ~~Company~~ toproposed ~~extend~~transaction, including the ~~date~~anticipated byinitial ~~which~~enterprise ~~Arisz~~value ~~must~~and ~~consummate~~post-closing aequity ~~business~~value, ~~combination~~the upbenefits toof ~~nine~~the ~~(9)~~proposed ~~times~~transaction, ~~each~~integration plans, ~~such~~expected ~~Extension~~synergies ~~for~~and anrevenue ~~additional one~~opportunities, ~~(1)~~anticipated ~~month~~future ~~period,~~financial ~~until~~and ~~November~~operating ~~22,~~performance ~~2024~~and results, byincluding ~~depositing~~estimates for ~~into~~growth, the ~~Trust~~expected ~~Account~~management ~~$120,000~~and ~~(the~~governance ~~“Extension~~of ~~Payment”) for~~the ~~each~~combined ~~one-month~~company, ~~Extension~~and (the ~~“Trust~~expected ~~Amendment”)~~timing ~~(we~~of ~~refer~~the totransactions. ~~this~~The ~~proposal~~words as“expect,” “believe,” ~~the~~“estimate,” “~~Trust~~intend,” ~~Amendment Proposal~~“plan”) and similar expressions indicate forward-looking statements. ~~Adoption~~These forward-looking statements are not guarantees of ~~the~~future ~~Trust~~performance ~~Amendment~~and ~~Proposal~~are ~~required~~subject ~~approval~~to byvarious ~~the~~risks ~~affirmative~~and ~~vote~~uncertainties, assumptions of(including atassumptions ~~least~~about ~~50%~~general ofeconomic, ~~the~~market, ~~holders of~~industry ~~the~~and ~~Company’s~~operational ~~outstanding~~factors), ~~shares~~known ofor ~~Common~~unknown, ~~Stock.~~which ~~The~~could ~~voting~~cause the actual results ~~were~~to asvary ~~follows:~~materially from those indicated or anticipated.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,997,927		0		0		0

Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the pending transaction, including the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals; (ii) risks related to the ability of Arisz and the BitFuFu to successfully integrate the businesses; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of the BitFuFu or Arisz; (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (vi) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Arisz’s securities; (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of BitFuFu to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (viii) the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; and (ix) risks associated with the financing of the proposed transaction. A further list and description of risks and uncertainties can be found in the Prospectus dated November 17, 2021 relating Arisz’s initial public offering and in the Registration Statement and proxy statement that will be filed with the SEC by Arisz and/or its subsidiary in connection with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and Arisz, BitFuFu and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

~~A copy of the Trust Amendment is attached hereto as Exhibit 10.~~1.

1 Additional Information and Where to Find It

3In connection with the transaction described herein, Arisz and and/or its subsidiary has filed and may file relevant materials with the Securities and Exchange Commission (the “SEC”), including the Registration Statement on Form F-4 and a proxy statement (the “Registration Statement”). The proxy ~~Director~~statement ~~Election~~and a proxy card have been mailed to stockholders as of a record date to be established for voting at the stockholders’ meeting of Arisz stockholders relating to the proposed transactions. Stockholders will also be able to obtain a copy of the Registration Statement and proxy statement without charge from Arisz. The Registration Statement and proxy statement may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to Arisz at 199 Water Street, 31st Floor, New York, NY 10038. INVESTORS AND SECURITY HOLDERS OF ARISZ ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT ARISZ WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARISZ, BITFUFU AND THE TRANSACTIONS.

~~Stockholders~~Participants approved the proposal to reelect the current Class A director, Romain Guerel, to Arisz’s board of directors (we refer to this proposal as the “Director Election Proposal”). Adoption of the Director Election Proposal required approval by the affirmative vote of a plurality of the shares of Arisz’s common stock, represented in ~~person by virtual attendance or by proxy and entitled to vote at the Annual Meeting. The voting results were as follows:~~Solicitation

FOR		WITHHELD		BROKER NON-VOTES
3,997,927		0		0

Arisz, BitFuFu and certain shareholders of Arisz, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Arisz common stock in respect of the proposed transaction. Information about Arisz’s directors and executive officers and their ownership of Arisz common stock is set forth in the Prospectus dated November 17, 2021 and filed with the SEC. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.

~~4. Auditor~~No ~~Ratification~~Offer or Solicitation

~~Stockholders~~This ~~approved~~Current ~~the~~Report ~~proposal~~on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to ~~ratify~~any securities or in respect of the transactions described above and shall not constitute ~~appointment~~an offer to sell or a solicitation of ~~Marcum~~an ~~LLP,~~offer asto buy the securities of Arisz’s ~~independent~~or ~~auditors~~BitFuFu, ~~for~~nor ~~the~~shall ~~fiscal~~there ~~year~~be ~~ending~~any ~~September~~sale 30of any such securities in any state or jurisdiction in which such offer, ~~2024~~solicitation, ~~(we~~or ~~refer~~sale would be unlawful prior to ~~this~~registration ~~proposal as~~or qualification under the ~~“Auditor~~securities ~~Ratification~~laws ~~Proposal”)~~of such state or jurisdiction. ~~Adoption~~No offering of ~~the~~securities ~~Charter~~shall ~~Amendment~~be ~~Proposals~~made ~~required~~except ~~approval~~ by ~~the affirmative~~means ~~vote~~ of ata ~~least~~prospectus ~~50%~~meeting the requirements of ~~the~~Section ~~holders~~10 of ~~Arisz’s~~the ~~outstanding~~Securities ~~shares~~Act of ~~Common~~1933, ~~Stock.~~as ~~The~~amended, ~~voting~~or ~~results~~an ~~were~~exemption ~~as follows:~~therefrom.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,997,927		0		0		0

Item 9.01. Financial Statements and Exhibits.

Item 8.01. Other Events.

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

In connection with the stockholders’ vote at the Annual Meeting of Stockholders held by the Company on February 5, 2024, 777,050 shares of Common Stock were tendered for redemption. As a result, approximately $8.66 million (approximately $11.14 per share) will be removed from the Company’s trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company will have 2~~,377,315 shares of Common Stock outstanding, and approximately $26.5 million will remain in the Company’s trust account.~~

In connection with the first one (1) month period Extension, Arisz Investments LLC, the Company's sponsor, will deposit $120,000 into Arisz's trust account prior to February 22, 2024, on behalf of the Company. Arisz will issue a press release the day after the applicable deadline announcing that the funds have been timely deposited.SIGNATURES

InPursuant ~~addition,~~to onthe ~~February~~requirements ~~2, 2024, Arisz irrevocably waived Finfront Holding Company's obligation under Section 9.8~~ of the ~~Agreement~~Securities ~~and~~Exchange ~~Plan~~Act of ~~Merger~~1934, ~~dated as of January 21, 2022 and as~~the ~~amended~~Registrant ashas ofduly ~~April~~caused 4,this ~~2022,~~report ~~October 10, 2022, April 24, 2023 and July 28, 2023, by and between Arisz and Finfront Holding Company, Bitfufu Inc. and Boundary Holding Company~~ to ~~fund~~be tosigned ~~Arisz~~on ~~the~~its ~~amount~~behalf ~~of $450,000~~ by ~~February 2, 2024, and agreed to accept~~ the ~~amount~~undersigned ofhereunto ~~$210,000 in~~duly ~~lieu thereof, of which $120,000 shall be used to fund Arisz’s extension through March 22, 2023 and the remainder for working capital purposes~~authorized.

Item 9.01. Financial Statements and Exhibits

Dated: February 16, 2024	ARISZ ACQUISITION CORP.

	By:	/s/ Fang Hindle-Yang
	Name:	Fang Hindle-Yang
	Title:	Chief Executive Officer

~~(c) Exhibits:~~3

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Certificate of Incorporation of Arisz Acquisition Corp.
10.1		Amendment to the Investment Management Trust Agreement
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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: February 6, 2024
ARISZ ACQUISITION CORP.
By:	/s/ Fang Hindle-Yang
Name:	Fang Hindle-Yang
Title:	Chief Executive Officer and Chairman

Filing Compare · Arisz Acquisition Corp.