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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 (Date of earliest event
reported): July 15, 2024
AIB Acquisition Corporation
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-41230 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
875 Third Avenue, Suite M204A
New York, NY 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212)380-8128
Not Applicable
(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 Class A Ordinary Share and one Right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination |
|
ACCUF |
|
OTC |
|
|
|
|
|
Class A Ordinary Shares, par value $0.0001 per share |
|
AIBAF |
|
OTC |
|
|
|
|
|
Rights, every ten (10) rights entitle the holder to receive one Class A Ordinary Share upon the consummation of an initial business combination |
|
AACRF |
|
OTC |
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.
Introductory Note
On July 18, 2024, AIB Acquisition Corporation, a Cayman Islands exempted company (“AIB”) and PSI Group Holdings Ltd 利航國際控股有限公司,
a Cayman Islands exempted company (“PSI”) consummated (the “Closing”) their previously announced business combination
(the “Business Combination”), pursuant to that certain Business Combination Agreement, dated as of December 27, 2023 (the
“Business Combination Agreement”), by and among AIB, PSI, PS International Group Ltd., an exempted company incorporated with
limited liability in the Cayman Islands (“Pubco”), PSI Merger Sub I Limited, an exempted company incorporated with limited
liability in the Cayman Islands and a wholly-owned subsidiary of Pubco, PSI Merger Sub II Limited, an exempted company incorporated with
limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco and AIB LLC, a Delaware limited liability company. Upon
the Closing, each of AIB and PSI shall become direct, wholly-owned subsidiaries of Pubco.
In connection with the Closing of the Business Combination, Pubco’s ordinary shares are expected to begin trading on the Nasdaq
Capital Market under the ticker symbol “PSIG” on July 19, 2024.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 15, 2024, AIB held an
extraordinary general meeting of its shareholders (the “Meeting”) in connection with the Business Combination.
The
number of shares outstanding on the record date and entitled to vote at this Meeting was 3,612,026 ordinary shares of AIB, and there were
present, either in person or by proxy, holders of at least 1,806,014 ordinary shares entitled to vote at the Meeting, which represented
a quorum of the shares entitled to vote.
At the Meeting, AIB’s shareholders
voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement filed with the
Securities and Exchange Commission (the “SEC”) on June 24, 2024 (the “Proxy Statement”). At the Meeting, each
of the proposals in the Proxy Statement voted upon at the Meeting was approved by the shareholders. Defined terms used and not otherwise
defined herein shall have the meanings ascribed in the Proxy Statement.
The final voting results for each
proposal submitted to a vote of the shareholders of AIB at the Meeting are as follows:
|
● |
Proposal No. 1 - The Business Combination Proposal – To consider and vote upon a proposal by ordinary resolution to approve the business combination agreement, dated as of December 27, 2023 (as it may be amended or supplemented from time to time, the “Business Combination Agreement”), by and among AIB, PSI Group Holdings Ltd 利航國際控股有限公司, a Cayman Islands exempted company, PS International Group Ltd., a Cayman Islands exempted company, AIB LLC, a Delaware limited liability company, PSI Merger Sub I Limited, a Cayman Islands exempted company, and PSI Merger Sub II Limited, a Cayman Islands exempted company, and the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”). |
FOR |
|
AGAINST |
|
ABSTENTIONS |
3,260,605 |
|
19,688 |
|
0 |
|
● |
Proposal No. 2 - The Merger Proposal - To consider and vote on a proposal by special resolution to approve, in connection with the Business Combination, the merger of PSI Merger Sub II Limited with and into AIB (the “Second Merger”), the plan of the Second Merger (the “Plan of Second Merger”) and any and all transactions provided in the Plan of Second Merger. |
FOR |
|
AGAINST |
|
ABSTENTIONS |
3,260,605 |
|
19,688 |
|
0 |
As there were sufficient votes
to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to AIB’s
shareholders.
Item 7.01 Regulation FD Disclosure.
The information provided under
Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K is the press release issued by AIB and PSI announcing the consummation of the Business
Combination.
A copy of this press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
No Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and does 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 jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the 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 of 1933, as amended, or an exemption
therefrom.
Forward-Looking Statements
The
information in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“may,” “will,” “expect,” “continue,” “should,” “would,” “anticipate,”
“believe,” “seek,” “target,” “predict,” “potential,” “seem,” “future,”
“outlook” or other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include,
but are not limited to, statements regarding estimates and forecasts of financial metrics and projections of market opportunity; references
with respect to the anticipated benefits of the Business Combination and the projected future financial performance of AIB and PSI’s
operating companies following the Business Combination; changes in the market for PSI’s products and services and expansion plans
and opportunities; PSI’s ability to successfully execute its expansion plans and business initiatives; ability for PSI to raise
funds to support its business; the sources and uses of cash of the Business Combination; the anticipated capitalization and enterprise
value of the combined company following the consummation of the Business Combination; and expectations related to the terms and timing
of the Business Combination. These statements are based on various assumptions, whether or not identified in this Current Report on Form
8-K, and on the current expectations of PSI’s and AIB’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of PSI and AIB.
These forward-looking statements are subject to a number of risks and uncertainties, including the risk that the Business Combination
disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the inability
to recognize the anticipated benefits of the Business Combination; the ability to obtain or maintain the listing of the Pubco’s
securities on The Nasdaq Stock Market, following the Business Combination, including having the requisite number of shareholders; costs
related to the Business Combination; changes in domestic and foreign business, market, financial, political and legal conditions; risks
relating to the uncertainty of certain projected financial information with respect to PSI; PSI’s ability to successfully and timely
develop and implement its growth strategy; PSI’s ability to adequately manage any logistics and supply chain risks; fluctuations
in the price of cargo space and the uncertainties in supply and demand for cargo space; risks relating to PSI’s operations and business,
including information technology and cybersecurity risks, failure to adequately forecast supply and demand, loss of key customers and
deterioration in relationships between PSI and its employees; PSI’s ability to successfully collaborate with business partners;
demand for PSI’s current and future services; risks related to increased competition; risks relating to potential disruption in
the transportation and shipping infrastructure, including trade policies and export controls; risks that PSI is unable to secure or protect
its intellectual property; risks of regulatory lawsuits relating to PSI’s services; risks that the post-combination company experiences
difficulties managing its growth and expanding operations; the uncertain effects of the COVID-19 pandemic and certain geopolitical developments,
including the military conflicts in Ukraine and the Middle East; the inability of the parties to successfully or timely consummate the
Business Combination, including the risk that any required shareholder or regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination; the
outcome of any legal proceedings that may be instituted against PSI, AIB, the Pubco or others following announcement of the Business Combination
and transactions contemplated thereby; the ability of PSI to execute its business model, including market acceptance of its existing and
planned services; technological improvements by PSI’s peers and competitors; and those risk factors discussed in documents of Pubco
and AIB filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking statements. There may be additional risks that neither AIB nor PSI
presently know or that AIB and PSI currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect AIB’s, the Pubco’s and PSI’s expectations,
plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. AIB, the Pubco and PSI anticipate that
subsequent events and developments will cause AIB’s, the Pubco’s and PSI’s assessments to change. However, while AIB,
the Pubco and PSI may elect to update these forward-looking statements at some point in the future, AIB, the Pubco and PSI specifically
disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by AIB. Readers are cautioned not
to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update
or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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: July 18, 2024 |
AIB Acquisition Corporation |
|
|
|
|
By: |
/s/ Eric Chen |
|
|
Name: |
Eric Chen |
|
|
Title: |
Chief Executive Officer |
3
Exhibit 99.1
PSI and AIB Acquisition Complete Business Combination
- PSI to Debut on Nasdaq on July 19, 2024
- PSI Ordinary Shares to Trade Under Ticker
“PSIG”
NEW YORK and HONG KONG, July 18, 2024 –
PS International Group Ltd. (together with PSI Group Holdings Ltd and its operating subsidiaries, “PSI” or the “Company”),
a long-established global logistics service provider headquartered in Hong Kong specialized in cross-border air freight services, and
AIB Acquisition Corporation (Nasdaq: AIB) (“AIB”), a special purpose acquisition company, today announced the completion of
their previously announced business combination (the “Business Combination”). PSI’s ordinary shares will commence trading
on the Nasdaq under the ticker symbol “PSIG” on July 19, 2024.
Mr. Alex Ko, Chief Executive Officer of PSI, commented:
“The listing of PSI on Nasdaq marks a significant milestone in our company’s history, signifying our expansion into the global
market. This achievement is a testament to the relentless efforts and dedication of our entire team. As we embark on this new chapter,
we are committed to enhancing our capabilities and broadening our reach in the logistics industry, including cross-border e-commerce logistics.
Being a Nasdaq-listed company underscores our commitment to delivering exceptional service, innovative solutions, and sustainable growth.
We look forward to continuing our mission of connecting the world through efficient and reliable logistics service networks on a larger
global stage.”
Additional information about the completed Business
Combination will be provided in a Current Report on Form 8-K to be filed by AIB and a Form 6-K to be filed by PSI with the Securities
and Exchange Commission and available at www.sec.gov.
Advisors
China & Partners served as exclusive financial
advisor to PSI.
Maxim Group LLC served as exclusive advisor to
AIB.
Cooley LLP served as U.S. legal advisor, and Ogier
served as Cayman Islands legal advisor to PSI.
Ellenoff Grossman & Schole LLP served as U.S.
legal advisor, Yin Xu & Co. served as Hong Kong legal advisor, and Collas Crill served as Cayman Islands legal advisor to AIB.
About PSI
PSI is a long-established global logistics
and supply chain solution provider, specialized in air freight forwarding services, connecting businesses from Asian transportation hubs
to the US and the rest of the world. We operate through our Operating Subsidiaries in Hong Kong, namely Profit Sail Int’l Express
(H.K.) Limited and Business Great Global Supply Chain Limited, which derive revenue from air freight forwarding services, ocean freight
forwarding services and supply chain ancillary services.
About AIB Acquisition Corporation
AIB Acquisition Corporation is a blank check company,
also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
Forward-Looking Statements
The information in this press release includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “may,” “will,” “expect,” “continue,”
“should,” “would,” “anticipate,” “believe,” “seek,” “target,”
“predict,” “potential,” “seem,” “future,” “outlook” or other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does
not mean that a statement is not forward-looking. These forward-looking statements may include, but are not limited to, statements regarding
estimates and forecasts of financial metrics and projections of market opportunity; references with respect to the anticipated benefits
of the Business Combination and the projected future financial performance of PSI’s operating companies following the Business Combination;
changes in the market for PSI’s services and expansion plans and opportunities; PSI’s ability to successfully execute its
expansion plans and business initiatives; ability for PSI to raise funds to support its business; the uses of cash of the Business Combination;
and the anticipated capitalization and enterprise value of PSI following the Business Combination. These statements are based on various
assumptions, whether or not identified in this press release, and on the current expectations of PSI’s and AIB’s management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of PSI and AIB. These forward-looking statements are subject to a number of risks and
uncertainties; the risk that the Business Combination disrupts current plans and operations; the inability to recognize the anticipated
benefits of the Business Combination; the ability to maintain the listing of PSI’s ordinary shares on The Nasdaq Stock Market following
the Business Combination; changes in domestic and foreign business, market, financial, political and legal conditions; risks relating
to the uncertainty of certain projected financial information with respect to PSI; PSI’s ability to successfully and timely develop
and implement its growth strategy; PSI’s ability to adequately manage any logistics and supply chain risks; fluctuations in the
price of cargo space and the uncertainties in supply and demand for cargo space; risks relating to PSI’s operations and business,
including information technology and cybersecurity risks, failure to adequately forecast supply and demand, loss of key customers and
deterioration in relationships between PSI and its employees; PSI’s ability to successfully collaborate with business partners;
demand for PSI’s current and future services; risks related to increased competition; risks relating to potential disruption in
the transportation and shipping infrastructure, including trade policies and export controls; risks that PSI is unable to secure or protect
its intellectual property; risks of regulatory lawsuits relating to PSI’s services; risks that PSI experiences difficulties managing
its growth and expanding operations; the uncertain effects of the COVID-19 pandemic and certain geopolitical developments, including the
military conflicts in Ukraine and the Middle East; the outcome of any legal proceedings that may be instituted against PSI, AIB or others
following announcement of the Business Combination; the ability of PSI to execute its business model, including market acceptance of its
existing and planned services; technological improvements by PSI’s peers and competitors; and those risk factors discussed in documents
of PSI and AIB filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither AIB nor
PSI presently know or that AIB and PSI currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect AIB’s and PSI’s expectations, plans or
forecasts of future events and views as of the date of this press release. AIB and PSI anticipate that subsequent events and developments
will cause AIB’s and PSI’s assessments to change. However, while AIB and PSI may elect to update these forward-looking statements
at some point in the future, AIB and PSI specifically disclaim any obligation to do so. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.
Contact Information:
AIB
Eric Chen
Chief Executive Officer
Email: Eric.Chen@aibspac.com
Tel: (212) 380-8128
PSI
Louis Tsui
Chief Financial Officer
Email: louis.tsui@profitsail.com
Tel: (852) 2754 3320
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