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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: December 14, 2023

 

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 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report of Completed Interim Reports.

 

During the preparation of the Annual Report on Form 10-K for the year ended September 30, 2023 (the “Annual Report’), Arisz Acquisition Corp. (the “Company”) management determined that it had not appropriately accounted for interest earned on investments held in its Trust Account established in connection with the Company’s initial public offering for the benefit of the Company’s public stockholders (the “Trust Account”) under U.S. GAAP. Interest income was recorded based on actual cash receipt instead of on an accrual basis, resulting in an understatement of Investments held in Trust Account in prior periods. As a result, interest earned on investment held in Trust Account, income tax provision, net income, income tax payable, common stock subject to redemption and accumulated deficit accounts were misstated.

 

In accordance with Staff Accounting Bulletin (“SAB”) 99, “Materiality”, and SAB 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, the Company’s management and the audit committee evaluated the materiality of the errors from qualitative and quantitative perspectives, individually and in aggregate, and on December 14, 2023 concluded that the errors were material to the financial statements for the fiscal year ended September 30, 2022, and the quarters ended December 31, 2022, March 31, 2023, and June 30, 2023 (collectively, the “Previously Issued Financial Statements”) and that the Previously Issued Financial Statements should no longer be relied upon and would require certain restatement adjustments.

 

The Company’s management and the Audit Committee discussed the matters disclosed in this Item 4.02 with Marcum LLP, the Company’s Independent Registered Public Accounting Firm.

 

The Company expects to file the Annual Report, which will present the impact of the restatement adjustments of the Previously Issued Financial Statements, as audited by Marcum, as soon as practicable after this Current Report on Form 8-K is filed.

 

1

 

 

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: December 15, 2023 ARISZ ACQUISITION CORP.
   
  By: /s/ Fang Hindle-Yang
  Name:  Fang Hindle-Yang
  Title: Chief Executive Officer

 

 

2

 

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Cover
Dec. 14, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 14, 2023
Entity File Number 001-41078
Entity Registrant Name Arisz Acquisition Corp.
Entity Central Index Key 0001882078
Entity Tax Identification Number 87-1807866
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One c/o MSQ Ventures
Entity Address, Address Line Two 12 East 49th Street
Entity Address, Address Line Three 17th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10017
City Area Code 919
Local Phone Number 699-9827
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock [Member]  
Title of 12(b) Security Common Stock
Trading Symbol ARIZ
Security Exchange Name NASDAQ
Warrants [Member]  
Title of 12(b) Security Warrants
Trading Symbol ARIZW
Security Exchange Name NASDAQ
Rights [Member]  
Title of 12(b) Security Rights
Trading Symbol ARIZR
Security Exchange Name NASDAQ
Units [Member]  
Title of 12(b) Security Units
Trading Symbol ARIZU
Security Exchange Name NASDAQ
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