BELONG ACQUISITION CORP. : Other Events, Financial Statements and Exhibits (form 8-K)

Item 8.01 Other Events.

On December 9, 2022, Belong Acquisition Corp. (the “Company”) issued a press
release announcing that the special meeting of its stockholders (the “Special
Meeting”) originally scheduled for Wednesday, December 14, 2022, is being
postponed to Wednesday, December 21, 2022. At the Special Meeting, stockholders
will be asked to vote on the following proposals: (1) a proposal to approve an
amendment (the “Extension Amendment”) to the Company’s Amended and Restated
Certificate of Incorporation to extend the date by which the Company must
consummate a business combination for six months, from January 27, 2023 (the
“Original Termination Date”) to July 27, 2023 (the “Extended Date”) (the
“Extension Proposal”); (2) a proposal to approve an amendment to the Investment
Management Trust Agreement dated July 22, 2021, by and between the Company and
Continental Stock Transfer & Trust Company, as trustee (“Continental”), to
extend the date on which Continental must liquidate the trust account
established in connection with the Company’s initial public offering if the
Company has not completed its initial business combination, from the Original
Termination Date to the Extended Date (the “Trust Amendment Proposal” and
together with the Extension Proposal, the “Proposals”); and (3) a proposal to
approve the adjournment of the Special Meeting to a later date, if necessary,
under certain circumstances, including, but not limited to, for the purpose of
soliciting additional proxies in favor of the Extension Proposal and Trust
Amendment Proposal, in the event the Company does not receive the requisite
stockholder vote to approve the Proposals.

As a result of this change, the Special Meeting will now be held at 2:30 p.m.,
Eastern Time
, on Wednesday, December 21, 2022, via a virtual meeting link
at https://www.cstproxy.com/belongcapital/2022. 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 the Company’s initial public offering to submit their
shares for redemption in connection with the Proposals to Monday, December 19,
2022
. The Company plans to continue to solicit proxies from stockholders during
the period prior to the Special Meeting. Only the holders of the Company’s Class
A common stock and Class B common stock as of the close of business on November
7, 2022
, the record date for the Special Meeting, are entitled to vote at the
Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.

In connection with the Special Meeting, the Company and its sponsor, Belong
Acquisition Sponsor, LLC
, have entered into one or more non-redemption
agreements with certain stockholders (the “Non-Redemption Agreement”), and
expect to enter into additional Non-Redemption Agreements prior to the Special
Meeting. The Non-Redemption Agreement, provides for the allocation of up to
100,000 shares of Class B common stock of the Company in exchange for the
investor agreeing to hold and not redeem certain public shares at the Special
Meeting. The foregoing summary of the Non-Redemption Agreement does not purport
to be complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement attached hereto as Exhibit 10.1 and incorporated herein
by reference.

The Company has also determined that, until the earlier of (a) the consummation
of the Company’s initial business combination; (b) the liquidation of the
Company’s trust account; and (c) 24 months from consummation of the Company’s
initial public offering, the Company will continue to maintain the investment of
funds held in the trust account in interest-bearing United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, as amended, having a maturity of 185 days or less, or in money market
funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended,
which invest only in direct U.S. government treasury obligations. The Company
further confirms that it will not utilize any funds from its trust account to
pay any potential excise taxes that may become due upon a redemption of the
Company’s public shares, including in connection with a liquidation of the
Company if it does not effect a business combination prior to its termination
date.

Further, the Company has entered into an exclusive, non-binding letter of intent
(the “LOI”) with a business combination target in the plant-based foods industry
(the “Target”). The Target is a profitable, diversified North American platform
with over $50 million in revenue. The Target has an experienced management team
with a demonstrated track record of acquiring and growing businesses in the
plant-based ingredients and consumer packaged foods industries.


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The Company expects that it can offer the Target its resources, its experience
and its network of relationships to support the Target’s growth and access to
more attractive financing terms through access to US public markets, making this
an attractive potential business combination for the Company’s stockholders.
Under the terms of the LOI, the Company and Target would become a combined
entity, with the Target’s existing equityholders rolling over 100% of their
equity into the combined public company.

The Company expects to announce additional details regarding the proposed
business combination when a definitive agreement is executed, which is expected
within 30 days from the date hereof, with a final transaction closing
anticipated in the second quarter of 2023.

Forward-Looking Statements

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 anticipated business combination with the Target,
stockholder approval of the proposals at the Special Meeting, the Company’s
inability to complete an initial business combination within the required time
period or, and other risks and uncertainties indicated from time to time in
filings with the Securities and Exchange Commission (“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
will file, 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.

Participants in the Solicitation

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 securityholders of the Company in favor of the
approval of the 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 14, 2022 (the “Proxy Statement”), which may be obtained free of charge
from the sources indicated below.

No Offer or Solicitation

This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities. 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.

Additional Information and Where to Find It

The 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 the Company’s proxy solicitor, Morrow Sodali LLC, at 333 Ludlow
Street
, 5th Floor, South Tower, Stamford, Connecticut 06902,
[email protected].

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
10.1            Form of Non-Redemption Agreement and Assignment of Economic Interest
99.1            Press release
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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