Item 1.01. Entry into a Material Definitive Agreement
Additional Exhibits to Business Combination Agreement
As previously disclosed, on
Pursuant to Section 4.01 of the Agreement, on
Markmore Support Agreement
In connection with entry into the Agreement, the Parties entered into a voting
agreement pursuant to which Markmore, in its capacity as the sole shareholder of
Sponsor Support Agreement
In connection with entry into the Agreement, Sponsor entered into a voting agreement with the Parties pursuant to which Sponsor has agreed to execute such documents or certificates evidencing such agreement as Liberty and/or Markmore may reasonably request in connection therewith to vote at the Sponsor Special Meeting and any meeting of the equity interest holders of Sponsor, and in any action by written consent of the equity interest holders of Sponsor, to approve the Agreement, all of the shares (a) in favor of the approval and adoption of the Agreement, the transactions contemplated by the Agreement and the Agreement, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Agreement and considered and voted upon by the equity interest holders of Sponsor, (c) for the appointment, and designation of classes, of the members of the board of directors and (d) against any action, agreement or transaction (other than the Agreement or the transactions contemplated thereby) or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Sponsor under the Agreement or that would reasonably be expected to result in the failure of the transactions contemplated by the Agreement from being consummated.
The foregoing descriptions of the Markmore Support Agreement and the Sponsor Support Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the form of the Markmore Support Agreement and the Sponsor Support Agreement, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively.
Additional Information and Where to Find It
In connection with the proposed Transaction, Liberty intends to file relevant
materials with the
Participants in the Solicitation
Liberty and its directors and executive officers may be deemed participants in
the solicitation of proxies from its stockholders with respect to the business
combination. A list of the names of those directors and executive officers and a
description of their interests in Liberty will be included in the proxy
statement/prospectus for the proposed business combination when available at
www.sec.gov. Information about Liberty's directors and executive officers and
their ownership of Liberty common stock is set forth in Liberty's prospectus,
dated
Caspi and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Liberty in connection with the proposed business combination. A list of the names of such directors and executive 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 shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. 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 of 1933, as amended, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Markmore Support Agreement dated, as ofDecember 30, 2022 , by and amongLiberty Resources Acquisition Corp. ,Liberty Onshore Energy B.V. , andMarkmore Energy (Labuan) Limited 10.2 Sponsor Support Agreement, dated as ofDecember 30, 2022 , by and amongLiberty Resources Acquisition Corp. ,Liberty Onshore Energy B.V. ,Markmore Energy (Labuan) Limited , andLiberty Fields, LLC 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
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