Trading Under New Ticker Symbol "FUFU" Expected to Begin Friday, March 1, 2024 New York, NY, Feb. 29, 2024 (GLOBE NEWSWIRE) -- Arisz Acquisition Corp. (NASDAQ:ARIZ) (the "Arisz"), a publicly traded special purpose acquisition company, announced the completion of its business combination (the "business combination") with BitFuFu (Finfront Holding Company) ("BitFuFu"). BitFuFu is a fast-growing company in the digital asset mining industry and is dedicated to fostering a secure, compliant, and transparent bloc ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41078 | --- | --- | |---------------------------------------------------------|-----------------------------| | Dela ...

New York, NY, Jan. 18, 2024 (GLOBE NEWSWIRE) -- Arisz Acquisition Corp. (NASDAQ: ARIZ ("Arisz" or the "Company"), a special purpose acquisition company, announced today that Arisz Investments LLC, the Company's initial public offering sponsor, has timely deposited into the Company's trust account (the "Trust Account") , an aggregate of $120,000, in order to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from January 22, 2024 to February 2 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-41078 ARISZ ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | |----------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41078 | --- | --- | |----------------------------------------------------------------------------|---------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41078 | --- | --- | |----------------------------------------------------------------------------|--------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41078 | --- | --- | |--------------------------------------------------|-----------------------------------------| | ...

Part I [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) Arisz Acquisition Corp. is a SPAC targeting the healthcare industry, which completed its IPO and entered a merger agreement with BitFuFu [Introduction and IPO](index=5&type=section&id=Introduction%20and%20IPO) Arisz Acquisition Corp. is a SPAC focused on healthcare, which completed its IPO on November 22, 2021, raising $69 million placed into a trust account - The company is a blank check company targeting the healthcare industry for an initial business combination[14](index=14&type=chunk) - The company has 15 months from the IPO closing (extendable to 18 months) to complete an initial business combination, after which it must liquidate[19](index=19&type=chunk) IPO and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Date | November 22, 2021 | | Units Offered (incl. over-allotment) | 6,900,000 | | Price per Unit | $10.00 | | Total Gross Proceeds from Units | $69,000,000 | | Amount Placed in Trust Account | $69,000,000 | [Merger Agreement with BitFuFu](index=6&type=section&id=Merger%20Agreement%20with%20BitFuFu) Arisz entered a merger agreement with BitFuFu on January 21, 2022, later amended to extend the deadline, provide a $2.22 million loan, and establish breakup fees - Arisz entered into a definitive merger agreement with Finfront Holding Company ("BitFuFu") on January 21, 2022[21](index=21&type=chunk) - An amendment on October 10, 2022, extended the merger's outside date to August 1, 2023[22](index=22&type=chunk) - BitFuFu agreed to provide a **$2.22 million loan** to Arisz to fund the business combination extension and for working capital, evidenced by a promissory note[22](index=22&type=chunk)[24](index=24&type=chunk) - The amended agreement includes a **$4 million breakup fee** payable by BitFuFu and a **$5 million breakup fee** payable by Arisz under specific termination scenarios[22](index=22&type=chunk) [Management and Sponsor](index=7&type=section&id=Management%20and%20Sponsor) The company is led by CEO Echo Hindle-Yang and CFO Marc Estigarribia, benefiting from its sponsor's life sciences expertise and a board with diverse experience - The company's sponsor is an affiliate of M.S.Q. Ventures Inc (MSQ), an advisory firm with deep expertise in the life sciences industry[28](index=28&type=chunk) - The management team and board possess extensive experience in healthcare, finance, and corporate strategy[30](index=30&type=chunk)[31](index=31&type=chunk)[33](index=33&type=chunk) [Competition and Employees](index=10&type=section&id=Competition%20and%20Employees) Arisz faces intense competition from other SPACs and private equity firms, operating with two officers and no full-time employees prior to a business combination - The company faces significant competition from other SPACs and private equity funds, which may have superior resources[38](index=38&type=chunk) - The company has two officers and no full-time employees prior to a business combination[39](index=39&type=chunk) [Risk Factors](index=10&type=section&id=ITEM%201A.%20RISK%20FACTORS) As a smaller reporting company, Arisz Acquisition Corp. is not required to provide disclosures under this item - The company is not required to disclose risk factors as it qualifies as a smaller reporting company[40](index=40&type=chunk) [Unresolved Staff Comments](index=10&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments - Not applicable[40](index=40&type=chunk) [Properties](index=10&type=section&id=ITEM%202.%20PROPERTIES) The company's executive offices are in New York, NY, with a $10,000 monthly fee paid to its sponsor for administrative support - The company pays its sponsor **$10,000 per month** for office space and administrative support[41](index=41&type=chunk) [Legal Proceedings](index=10&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently a party to any material litigation or other legal proceedings - There are no material legal proceedings against the company[42](index=42&type=chunk) [Mine Safety Disclosures](index=10&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not Applicable[42](index=42&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=11&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's securities trade on Nasdaq, with 8,901,389 common shares outstanding as of December 6, 2022, and no dividends paid or intended prior to a business combination - The company's securities are listed on Nasdaq under symbols ARIZU, ARIZ, ARIZR, and ARIZW[44](index=44&type=chunk) - As of December 6, 2022, there were **8,901,389 shares of common stock outstanding**[45](index=45&type=chunk) - No cash dividends have been paid to date, and none are intended prior to a business combination[46](index=46&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=11&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section details the company's financial condition and operational results, reporting a $359,608 net loss for FY2022 and highlighting going concern uncertainty due to the business combination deadline [Overview](index=11&type=section&id=Overview) The company is pursuing a business combination with BitFuFu, having extended its deadline to February 17, 2023, by depositing $690,000 into its trust account - The company is pursuing a business combination with BitFuFu, with an amended merger agreement in place[49](index=49&type=chunk)[54](index=54&type=chunk) - On November 9, 2022, the company deposited **$690,000** into the Trust Account to extend its business combination deadline by three months to February 17, 2023[56](index=56&type=chunk) [Results of Operations](index=13&type=section&id=Results%20of%20Operations) For the fiscal year ended September 30, 2022, Arisz reported a net loss of $359,608, primarily from operating and tax expenses offset by trust account interest Fiscal Year 2022 Financial Results | Metric | Amount (USD) | | :--- | :--- | | General & Administrative Expenses | $544,157 | | Franchise & Income Tax Expense | $102,251 | | **Loss from Operations** | **($597,351)** | | Interest Earned on Securities | $286,800 | | **Net Loss** | **($359,608)** | [Liquidity and Going Concern](index=13&type=section&id=Liquidity%20and%20Going%20Concern) As of September 30, 2022, the company held $173,789 cash outside the trust account and $69.3 million in marketable securities, with management noting substantial doubt about its going concern ability - As of September 30, 2022, cash outside the Trust Account was **$173,789**, and the Trust Account held marketable securities valued at **$69,286,800**[62](index=62&type=chunk)[63](index=63&type=chunk) - Management has concluded there is substantial doubt about the Company's ability to continue as a going concern due to the risk of not completing a Business Combination within the required timeframe[65](index=65&type=chunk) [Critical Accounting Policies](index=17&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies include classifying redeemable common stock as temporary equity, using the two-class method for EPS, and assessing warrant classification - Common stock subject to possible redemption is classified as temporary equity and measured at its redemption value at the end of each reporting period[70](index=70&type=chunk) - Net income (loss) per share is calculated using the two-class method, separating redeemable and non-redeemable shares[71](index=71&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=19&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Arisz Acquisition Corp. is not required to provide disclosures under this item - The company is not required to make disclosures under this item as it is a smaller reporting company[78](index=78&type=chunk) [Controls and Procedures](index=19&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting - The company's Certifying Officers concluded that disclosure controls and procedures were effective as of September 30, 2022[79](index=79&type=chunk) - No material changes were made to the internal control over financial reporting in the last quarter[82](index=82&type=chunk) [Other Information](index=20&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) This section reiterates details of the BitFuFu Merger Agreement and its amendments, including a $2.0 million backstop agreement executed on October 13, 2022 - This section provides a summary of the Merger Agreement with BitFuFu and its amendments, which are detailed elsewhere in the report[83](index=83&type=chunk)[84](index=84&type=chunk) - A new backstop agreement was executed on October 13, 2022, for a subscription of **$2.0 million** worth of shares[88](index=88&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=22&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The company is led by CEO Echo Hindle-Yang and CFO Marc Estigarribia, with a five-member board including independent directors and established audit and compensation committees - The board of directors has five members, with three deemed independent under Nasdaq rules[97](index=97&type=chunk) - An Audit Committee and a Compensation Committee have been established, each comprising three independent directors[104](index=104&type=chunk)[109](index=109&type=chunk) - The company acknowledges potential conflicts of interest, as officers and directors are not required to commit their full time to the company's affairs[116](index=116&type=chunk) [Executive Compensation](index=29&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) No executive officers have received cash compensation, while the sponsor receives a $10,000 monthly administrative fee, and officers are reimbursed for expenses - No executive officers have received cash compensation for services rendered[124](index=124&type=chunk) - The Sponsor receives a **$10,000 per month** administrative fee, while officers and directors are reimbursed for out-of-pocket expenses[124](index=124&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=30&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT) As of December 6, 2022, officers and directors beneficially owned 20.0% of common stock, with CEO Echo Hindle-Yang as the largest owner through the sponsor Beneficial Ownership as of December 6, 2022 | Beneficial Owner | Percentage of Outstanding Shares | | :--- | :--- | | Echo Hindle-Yang (CEO) | 22.3% | | Arisz Investment LLC (Sponsor) | 21.8% | | All officers and directors as a group | 20.0% | | Saba Capital Management, L.P. | 5.3% | | Shaolin Capital Management LLC | 5.9% | | Mizuho Financial Group, Inc. | 5.7% | [Certain Relationships and Related Transactions, and Director Independence](index=31&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) This section details related party transactions, including the sponsor's purchase of founder shares, a repaid $300,000 promissory note, and potential working capital loans - The Sponsor purchased **1,725,000 founder shares** for an aggregate price of **$25,000**[133](index=133&type=chunk) - The Sponsor provided a **$300,000** unsecured, non-interest-bearing promissory note for IPO costs, which has been repaid[135](index=135&type=chunk) - The Sponsor or its affiliates may provide up to **$1,500,000** in Working Capital Loans, which can be converted into units at **$10.00 per unit** upon a business combination[136](index=136&type=chunk) [Principal Accountant Fees and Services](index=34&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) The company paid Friedman, LLP approximately $85,000 in audit fees for FY2022, with all services pre-approved by the audit committee Accountant Fees (Friedman, LLP) | Fee Category | FY Ended Sep 30, 2022 | Period Ended Sep 30, 2021 | | :--- | :--- | :--- | | Audit Fees | ~$85,000 | $0 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | Part IV [Exhibits and Financial Statement Schedules](index=35&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20CONSOLIDATED%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists documents filed as part of the Form 10-K, including financial statements and various exhibits like the Merger Agreement - This section provides an index to the company's financial statements and lists all exhibits filed with the report[152](index=152&type=chunk)[154](index=154&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=40&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Marcum LLP's auditor report for FY2022 expresses a fair presentation opinion but highlights substantial doubt about the company's going concern ability - The auditor's report includes a "Going Concern" paragraph, citing substantial doubt about the company's ability to continue operations[165](index=165&type=chunk)[172](index=172&type=chunk) [Financial Statements Tables](index=42&type=section&id=Financial%20Statements%20Tables) The financial statements detail the company's position as of September 30, 2022, showing $69.5 million in assets, $2.8 million in liabilities, and a $359,608 net loss for the fiscal year Balance Sheet Summary (as of Sep 30, 2022) | Account | Amount (USD) | | :--- | :--- | | Cash | $173,789 | | Investments held in Trust Account | $69,286,800 | | **Total Assets** | **$69,477,425** | | Total Current Liabilities | $198,920 | | Deferred underwriting fee payable | $2,587,500 | | **Total Liabilities** | **$2,786,420** | | Common stock subject to possible redemption | $69,286,800 | | **Total Stockholders' Deficit** | **($2,595,795)** | Statement of Operations Summary (Year ended Sep 30, 2022) | Account | Amount (USD) | | :--- | :--- | | Loss from Operations | ($597,351) | | Interest earned on investment | $286,800 | | Income taxes provision | $49,057 | | **Net Loss** | **($359,608)** | [Notes to Financial Statements](index=46&type=section&id=Notes%20to%20Financial%20Statements) The notes provide additional detail on financial statements, covering the BitFuFu business combination, IPO terms, related party transactions, and the going concern consideration - The company has until 15 months from the IPO (extendable to 18 months) to complete a business combination, or it will be forced to liquidate[205](index=205&type=chunk) - The Inflation Reduction Act of 2022 introduced a **1% excise tax** on stock repurchases after Dec 31, 2022, which may apply to redemptions in connection with a business combination[216](index=216&type=chunk)[217](index=217&type=chunk) - Subsequent to the fiscal year-end, the company received the first **$740,000 installment** of its loan from BitFuFu and deposited **$690,000** into the trust account to extend its deadline to February 17, 2023[287](index=287&type=chunk)