LIBERTY RESOURCES ACQUISITION CORP. : Entering a Material Definitive Agreement, Financial Statements and Supporting Documentation (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement

Modification of the acquisition letter

On September 21, 2022, Liberty Resources Acquisition Corp. (“Liberty” or the “Company”), Caspi Oil Gas LLP (“Caspi”) and the owner of Caspi, Markmore Energy (Labuan) Limited (“Markmore”), has entered into a Second Amendment to the Acquisition Letter (the “Second Amendment”), dated September 21, 2022which further modifies this letter of acquisition, dated May 16, 2022between Liberty and Markmore, as amended by the First Amendment to the Acquisition Letter, dated August 5, 2022between Liberty, Caspi and Markmore (as amended, the “Acquisition Letter”).

The Second Amendment extends the “due diligence period” and the “exclusivity period” for a transaction under the Letter of Acquisition (the “Transaction”) to
October 15, 2022. A copy of the Second Amendment is attached hereto as Exhibit 2.1.

A description of the acquisition letter is set forth in the company’s current report on Form 8-K filed with the Security and Exchange Commission on August 10, 2022and is incorporated herein by this reference.

Additional information and where to find it

In connection with the proposed transaction, Liberty intends to file relevant documents with the Security and Exchange Commission (the “SEC”), including a current report on Form 8-K announcing the entering into of the definitive business combination agreement for the transaction, a registration statement on Form F-4, which will include a Liberty’s power of attorney/prospectus, and other documents relating to the proposed transaction. Liberty shareholders and other interested persons are advised to read, when available, the current report on Form 8-K, the proxy statement/preliminary prospectus and amendments thereto, and the definitive proxy statement and the documents incorporated by reference therein filed in connection with the proposed Transaction, as such documents will contain important information about Caspi, Liberty and the proposed Transaction. As soon as Form F-4 is declared effective by the SECOND, Liberty will mail the definitive proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth in the proxy statement. proxies/prospectuses. Before making any voting or investment decision, Liberty investors and shareholders are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available. together with any other relevant documents filed with the SECOND, as well as any modification or addition to these documents, as they will contain important information on the proposed Transaction. The documents filed by Liberty with the SECOND can be obtained free of charge from DRY website at www.sec.gov, (Commission File No.: 001-40883), or by sending a request to Liberty Resources Acquisition Corp., 78 SW 7th Streetoffice 500, Miami, Florida 33130.

Participants in the solicitation

Liberty and its directors and officers may be considered participants in the solicitation of proxies from its stockholders with respect to the business combination. A list of the names of such directors and officers and a description of their interests in Liberty will be included in the proxy statement/prospectus for the proposed business combination when they become available on www.sec.gov. Information about Liberty’s directors and officers and their ownership of Liberty common stock is contained in Liberty’s prospectus, dated November 3, 2021as amended or supplemented by any Form 3 or Form 4 filed with the SECOND from the date of this filing. Further information regarding the interests of participants in the proxy solicitation will be included in the proxy statement/prospectus regarding the proposed business combination when it becomes available. These documents can be obtained free of charge from the source indicated above.

Caspi and its directors and officers may also be considered participants in the solicitation of proxies from Liberty shareholders in connection with the proposed business combination. A list of the names of such directors and officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.


No Offer or Solicitation


This communication does not constitute a solicitation of proxy, consent or authorization with respect to any securities or with respect to the proposed business combination. This communication will also not constitute an offer to sell or the solicitation of an offer to buy securities, and there will be no sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities will be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Section 9.01. Financial statements and supporting documents.




(d) Exhibits.



Exhibit No.  Description

  2.1          Second Amendment to Acquisition Letter, dated as of September 21,
             2022

104          The cover page from this Current Report on Form 8-K, formatted in
             Inline XBRL (included as Exhibit 101).

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