Основная статистика
| CIK | 1841661 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AF Acquisition Corp - Class A
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| February 14, 2023 |
AF Acquisition Corp., Class A / CVI Investments, Inc. - SC 13G/A Passive Investment SC 13G/A 1 tm235037d20sc13ga.htm SC 13G/A CUSIP No: 001040104 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* AF Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Tit |
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| February 13, 2023 |
AF Acquisition Corp., Class A / Beryl Capital Management LLC Passive Investment SC 13G/A 1 afaq13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AF Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 001040104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| January 24, 2023 |
Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 24, 2023. EX-99.2 3 tm234268d1ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| January 24, 2023 |
AF Acquisition Corp., Class A / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* AF ACQUISITION CORP (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 001040104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| January 24, 2023 |
Joint Filing Agreement, dated as of January 24, 2023, among the Reporting Persons. EX-99.1 2 tm234268d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of AF ACQUISITION CORP dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wi |
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| January 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40248 AF ACQUISITION CORP. (Exact name of registrant as specified in it |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2022 AF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40248 86-1456857 (State or other jurisdiction of incorpo |
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| December 23, 2022 |
AF Acquisition Corp. Amends Charter and Announces Decision to Liquidate Exhibit 99.1 AF Acquisition Corp. Amends Charter and Announces Decision to Liquidate Palm Beach, FL, Dec. 22, 2022 (GLOBE NEWSWIRE) - On December 19, 2022, the stockholders of AF Acquisition Corp. (the ?Company?) approved (i) an amendment to the Company?s amended and restated certificate of incorporation (the ?Charter?) to extend the date by which the Company would be required to consummate a busi |
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| December 23, 2022 |
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): December 19, 2022 AF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40248 86-1456857 (State or other jurisdiction of incorporation) (Commission |
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| December 23, 2022 |
Certificate of Amendment of Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AF ACQUISITION CORP. AF Acquisition Corp. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The text of Section 9.1(b) of Article IX of the Amended and Restated Certificate of Incorporation of the Corporation is hereby |
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| December 23, 2022 |
Amendment to the Investment Management Trust Agreement, dated as of December 19, 2022 Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December 19, 2022, is made by and between AF Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the parties hereto |
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| December 16, 2022 |
Financial Statements and Exhibits, Other Events 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): December 16, 2022 AF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40248 86-1456857 (State or other jurisdiction of incorporation) (Commission |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| December 16, 2022 |
AF ACQUISITION CORP. ANNOUNCES CHANGE OF SPECIAL MEETING OF STOCKHOLDERS DATE TO DECEMBER 19, 2022 EX-99.1 2 ea170317ex99-1afacq.htm PRESS RELEASE, DATED DECEMBER 16, 2022 Exhibit 99.1 AF ACQUISITION CORP. ANNOUNCES CHANGE OF SPECIAL MEETING OF STOCKHOLDERS DATE TO DECEMBER 19, 2022 Palm Beach, FL, Dec. 16, 2022 (GLOBE NEWSWIRE) – AF Acquisition Corp. (“AF” or the “Company”) (Nasdaq: “AFAQU”, “AFAQ”, “AFAQW”) announced today that the special meeting in lieu of annual meeting of stockholders (th |
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| November 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| November 23, 2022 |
November 23, 2022 Division of Corporation Finance Office of Real Estate and Construction U. |
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| November 23, 2022 |
AF Acquisition Corp., Class A / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AF Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 001040104 (CUSIP Number) November 15, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| November 21, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition P |
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| November 10, 2022 |
PRE 14A 1 tm2229928-1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? 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 001-40248 AF ACQUISITION CO |
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| July 13, 2022 |
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 12, 2022 AF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40248 86-1456857 (State or other jurisdiction of incorporation) (Commission File |
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| July 13, 2022 |
Exhibit 99.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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 333-253544 AF ACQUISITION COR |
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| March 31, 2022 |
Description of Registered Securities.* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, AF Acquisition Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, consisting of o |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? 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: 333-253544 AF ACQUISITION C |
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| February 14, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0. |
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| February 14, 2022 |
AF Acquisition Corp., Class A / AF Sponsor LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AF Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 001040 104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| February 14, 2022 |
AF Acquisition Corp., Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AF Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 001040104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the app |
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| February 14, 2022 |
AF Acquisition Corp., Class A / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AF ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 001040104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| January 14, 2022 |
AF Acquisition Corp., Class A / Magnetar Financial LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AF ACQUISITION CORP (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 001040104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| November 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ 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 333-253544 AF ACQUISITION |
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| November 19, 2021 |
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): November 15, 2021 AF ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 333-253544 86-1456857 (State or other jurisdiction of incorporation) (Comm |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-253544 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor |
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| August 16, 2021 |
AFAQ / AF Acquisition Corp. Class A / Saba Capital Management, L.P. - FORM SC 13G Passive Investment SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* AF Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 001040203** (CUSIP Number) August 6, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? 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 333-253544 AF ACQUISITION CORP |
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| May 25, 2021 |
10-Q 1 f10q0321afacquisition.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co |
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| May 24, 2021 |
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): May 24, 2021 AF Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 333-253544 86-1456857 (State or other jurisdiction of incorporation) (Commission File |
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| May 18, 2021 |
Financial Statements and Exhibits, Other Events 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): May 17, 2021 AF Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 333-253544 86-1456857 (State or other jurisdiction of incorporation) (Commission File |
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| May 18, 2021 |
EX-99.1 2 ea141116ex99-1afacquis.htm PRESS RELEASE, DATED MAY 17, 2021 Exhibit 99.1 AF Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants Commencing May 18, 2021 NEW YORK, NY, May 17, 2021 (GLOBE NEWSWIRE) – AF Acquisition Corp. (NASDAQ: AFAQU) (the “Company”) today announced that, commencing May 18, 2021, holders of the units sold in the Company’s |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40248 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| March 29, 2021 |
Financial Statements and Exhibits, Other Events 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): March 29, 2021 AF Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 333-253544 86-1456857 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 29, 2021 |
EX-99.1 2 ea138523ex99-1afacquisition.htm AUDITED BALANCE SHEET AS OF MARCH 23, 2021 Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-1 Balance Sheet F-2 Notes to the Balance Sheet F-3 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of AF Acquisition Corp. Opinion on the Financial Stateme |
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| March 26, 2021 |
CUSIP No: 001040203 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* AF Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 001040203** (CUS |
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| March 24, 2021 |
Exhibit 10.4 AF ACQUISITION CORP. 139 North County Road Floor 2, Suite 35 Palm Beach, FL 33480 March 18, 2021 AF Ventures, LP Mistral Capital Management, LLC c/o 139 North County Road Floor 2, Suite 35 Palm Beach, FL 33480 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between AF Acquisition Corp. (the ?Company?), AF Ventures, LP and Mistral Capital Managem |
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| March 24, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 18, 2021 by and between AF Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1, File Nos. 333-253544 (t |
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| March 24, 2021 |
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): March 18, 2021 AF Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 333-253544 86-1456857 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 24, 2021 |
Exhibit 1.1 AF Acquisition Corp. 20,000,000 Units Underwriting Agreement March 18, 2021 Cowen and Company, LLC c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: AF Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to you (“you” or the “Underwriter”) an aggregate of 20,000,000 units of the Company (the “Underwritten Un |
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| March 24, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (this ?Agreement?), is entered into by and between AF Acquisition Corp., a Delaware corporation (the ?Company?), and AF Sponsor LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial public offering of the C |
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| March 24, 2021 |
EX-10.3 7 ea138328ex10-3afacquisition.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 18, 2021, is made and entered into by and among AF Acquisition Corp., a Delaware corporation (the “Company”), AF Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties list |
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| March 24, 2021 |
AF Acquisition Corp. Announces Pricing of $200,000,000 Initial Public Offering Exhibit 99.1 AF Acquisition Corp. Announces Pricing of $200,000,000 Initial Public Offering PALM BEACH, FL., March 18, 2021 - AF Acquisition Corp. (the “Company”), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, announced today that it priced it |
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| March 24, 2021 |
EX-10.1 5 ea138328ex10-1afacquisition.htm LETTER AGREEMENT Exhibit 10.1 March 18, 2021 AF Acquisition Corp. 139 North County Road Floor 2, Suite 35 Palm Beach, FL 33480 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among AF Acqui |
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| March 24, 2021 |
Amended and Restated Certificate of Incorporation. EX-3.1 3 ea138328ex3-1afacquisition.htm A R CHARTER Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AF Acquisition Corp. March 18, 2021 AF Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “AF Acquisition Corp.” 2. This Amended and Restated Certificate of Incorporation |
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| March 24, 2021 |
Exhibit 4.1 AF ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of March 18, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 18, 2021 is by and between AF Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?). WHEREAS, on M |
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| March 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) AF ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 001040203** (CUSIP Number) March 19, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| March 22, 2021 |
$200,000,000 AF Acquisition Corp. 20,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-253544 $200,000,000 AF Acquisition Corp. 20,000,000 Units AF Acquisition Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout t |
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| March 18, 2021 |
- REGISTRATION OF CERTAIN CLASSES OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AF Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-1456857 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 139 North County Road |
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| March 16, 2021 |
AF Acquisition Corp. 139 North Country Road Floor 2, Suite 35 Palm Beach, Florida 33480 March 16, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Anuja A.Majmudar Re: AF Acquisition Corp. Registration Statement on Form S-1 Filed February 25, 2021, as amended File No. 333-253544 Dear Ms. Maj |
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| March 16, 2021 |
AF Acquisition Corp. 139 North Country Road Floor 2, Suite 35 Palm Beach, FL 33480 AF Acquisition Corp. 139 North Country Road Floor 2, Suite 35 Palm Beach, FL 33480 VIA EDGAR March 16, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Anuja A. Majmudar Re: AF Acquisition Corp. Registration Statement on Form S-1 Submitted February 25, 2021 CIK No. 0001841661 Dear Ms. M |
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| March 16, 2021 |
S-1/A 1 fs12021a2afacqcorp.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on March 16, 2021. Registration No. 333-253544 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AF Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware |
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| March 16, 2021 |
Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 March 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| March 5, 2021 |
Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2021 by and between AF Acquisition Corp., a Delaware corporation (the ?Company?), and [NAME OF D&O] (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify |
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| March 5, 2021 |
EX-4.1 4 ea137095ex4-1afacquisition.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER OF UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 001040 203 AF ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each |
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| March 5, 2021 |
Form of Compensation Committee Charter EX-99.2 17 ea137095ex99-2afacquisition.htm FORM OF COMPENSATION COMMITTEE CHARTER Exhibit 99.2 AF ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of AF Acquisition Corp., a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’ |
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| March 5, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021 by and between AF Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1, File Nos. 333-253544 (the ?R |
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| March 5, 2021 |
EX-10.7 13 ea137095ex10-7afacquisition.htm FORM OF ADMINISTRATIVE SUPPORT AGREEMENT BY AND AMONG THE REGISTRANT AND AF VENTURES, LP AND MISTRAL CAPITAL MANAGEMENT, LLC Exhibit 10.7 AF ACQUISITION CORP. 139 North County Road Floor 2, Suite 35 Palm Beach, FL 33480 [ ], 2021 AF Ventures, LP Mistral Capital Management, LLC c/o 139 North County Road Floor 2, Suite 35 Palm Beach, FL 33480 Re: Administra |
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| March 5, 2021 |
Form of Audit Committee Charter Exhibit 99.1 AF ACQUISITION CORP. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of AF Acquisition Corp., a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other financial information provided b |
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| March 5, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.4 7 ea137095ex4-4afacquisition.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 AF ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021 is by and between AF Acquisition Corp., a Delaware corporation (the “Company”), |
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| March 5, 2021 |
Form of Amended and Restated Certificate of Incorporation EX-3.2 3 ea137095ex3-2afacquisition.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AF Acquisition Corp. [DATE] AF Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “AF Acquisition Corp.” 2. This Amended and |
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| March 5, 2021 |
Exhibit 14.1 AF ACQUISITION CORP. Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions in which it operat |
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| March 5, 2021 |
EX-10.2 9 ea137095ex10-2afacquisition.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND THE REGISTRANT'S OFFICERS AND DIRECTORS AND THE SPONSOR AND ITS MEMBERS Exhibit 10.2 [ ], 2021 AF Acquisition Corp. 139 North County Road Floor 2, Suite 35 Palm Beach, FL 33480 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance wit |
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| March 5, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is entered into by and between AF Acquisition Corp., a Delaware corporation (the “Company”), and AF Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offering of the C |
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| March 5, 2021 |
Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW AF Acquisition Corp. Incorporated Under the Laws of the State of Delaware CUSIP 001040 112 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the |
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| March 5, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among AF Acquisition Corp., a Delaware corporation (the ?Company?), AF Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with |
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| March 5, 2021 |
Specimen Class A Common Stock Certificate Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 001040 104 AF ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF AF ACQUISITION CORP. (THE ?CORPORATION?) transferable on the books of the Corporation |
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| March 5, 2021 |
As filed with the U.S. Securities and Exchange Commission on March 5, 2021. Registration No. 333-253544 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AF Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1456857 (State or other jurisdiction of incorpo |
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| March 5, 2021 |
Form of Underwriting Agreement Exhibit 1.1 AF Acquisition Corp. 20,000,000 Units Underwriting Agreement March [], 2021 Cowen and Company, LLC c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: AF Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to you (“you” or the “Underwriter”) an aggregate of 20,000,000 units of the Company (the “Underwritten Un |
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| February 25, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF AF ACQUISITION CORP. January 12, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is AF Acquisition Corp. (the ?Corporation?). ARTICLE II |
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| February 25, 2021 |
Exhibit 99.5 CONSENT OF NOLA WEINSTEIN AF Acquisition Corp. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in |
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| February 25, 2021 |
AF Acquisition Corp. 139 North Country Road Floor 2, Suite 35 Palm Beach, FL 33480 AF Acquisition Corp. 139 North Country Road Floor 2, Suite 35 Palm Beach, FL 33480 VIA EDGAR February 25, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Anuja A. Majmudar Re: AF Acquisition Corp. Draft Registration Statement on Form S-1 Submitted January 27, 2021 CIK No. 0001841661 De |
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| February 25, 2021 |
Exhibit 99.3 CONSENT OF ANDREW HEYER AF Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in t |
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| February 25, 2021 |
Exhibit 3.4 BY LAWS OF AF ACQUISITION Corp. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware. |
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| February 25, 2021 |
Exhibit 99.4 CONSENT OF MARY FOX AF Acquisition Corp. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the R |
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| February 25, 2021 |
Securities Subscription Agreement, dated January 12, 2021, between the Registrant and the Sponsor EX-10.5 5 fs12021ex10-5afacq.htm SECURITIES SUBSCRIPTION AGREEMENT, DATED JANUARY 12, 2021, BETWEEN THE REGISTRANT AND THE SPONSOR Exhibit 10.5 AF Acquisition Corp. 139 N County Road Suite 35 Palm Beach, FL 33480 January 12, 2021 AF Sponsor LLC 139 N County Road Suite 35 Palm Beach, FL 33480 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered int |
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| February 25, 2021 |
Registration Statement - REGISTRATION STATEMENT S-1 1 fs12021afacquisition.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on February 25, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AF Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1456857 (State |
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| February 25, 2021 |
Promissory Note, dated January 12, 2021, issued to the Sponsor EX-10.1 4 fs12021ex10-1afacq.htm PROMISSORY NOTE, DATED JANUARY 12, 2021, ISSUED TO THE SPONSOR Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES A |
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| January 27, 2021 |
As submitted confidentially to the U.S. Securities and Exchange Commission on January 26, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE |
