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Liberty Resources Acquisition Corp. - LIBY

  • Commons

    $10.02

    +0.00%

    LIBY Vol: 0.0

  • Warrants

    $0.15

    +0.00%

    LIBYW Vol: 0.0

  • Units

    $10.05

    +0.00%

    LIBYU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 120.1M
Average Volume: 9.1K
52W Range: $9.78 - $10.03
Weekly %: -0.30%
Monthly %: -0.20%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 242
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant as described in more detail in this prospectus
Trust Size: 10000000.0M

Management

Officers, Directors and Director Nominees Our officers, directors and director nominees are as follows: Name Age Position Dato’ Maznah Binti Abdul Jalil 68 Chairman, Chief Executive Officer and Director Dato’ Khalid Ahmad 68 Chief Financial Officer and Secretary Garry Richard Stein 75 Director nominee Akbar Tajudin bin Abdul Wahab 67 Director nominee Mohammed Faizal Bin Abd Jabbar 50 Director nominee Dato’ Maznah Binti Abdul Jalil, our Chairman and Chief Executive Officer, has over 30 years of investment banking experience in a merchant Bank and DRB-HICOM Berhad Group of Companies. She is currently working as a director at several companies, including: Malayan Flour Mill Berhad (“MFLOUR”), since November 2019, Boustead Heavy Industrial Corporation Berhad (“BHIC”), since August 2019, Innature Berhad (“INNATURE”), since March 2019, Lembaga Angkatan Tentera (“LTAT”), since November 2018, Opus Asset Management SDN. BHD, since November 2017, and Pavilion REIT Management SDN. BHD, since July 2011. From December 2012 until April 2019 she was the Executive Director and Chief Financial Officer of Sona Petroleum Berhad. From 2007 to 2011 she held two positions, one as Executive Vice President at Kenanga Investment Bank Berhad and as Head of Corporate Finance at Hong Leong Financial Group. Prior to that she worked 14 years as Senior Group Director in Corporate Finance & Advisory at DRB-HICOM BERHAD (From June 1992 to July 2005) where she was responsible of corporate finance & advisory work for Master-Carriage Group and DRB-HICOM Group including restructuring proposals of companies’ mergers and acquisitions floatation of companies and overseeing investment related activities of the Group. She previously held several directorships in publicly listed companies as well as non-listed companies. Dato’ Khalid Ahmad, our Chief Financial Officer is a highly experienced financial and accounting professional with an extensive background in publishing, television, film and all aspects of the media business. He has been working as Chairman of Universiti Sultan Azlan Shah (USAS) Berhad since March 2021 and, at the same time, he has acted as an advisor and consultant to the Malaysian audit firm of FMSalleh & Co. Dato’ Khalid also holds executive and board positions in firms involved in the natural resources and power industries. He was also responsible for the launch of The KL Options and Financial Futures Exchange, now part of the BURSA MALAYSIA. He was a commissioner of Public Land Transport Commission of Malaysia, Director of Technology Park Malaysia, and was also an adjunct professor and adviser to several universities. As a Past President of The Malaysia Advisory Committee of the Association of Chartered Certified Accountants (ACCA) in Malaysia (after serving for eight years as President), Dato’ Khalid has served in many volunteer positions and government appointed boards, including the ACCA World Council in London, the National Unity Council, the Financial Reporting Foundation in Malaysia, the Malaysian Multimedia Development Corporation and the National Sports Council. Dato’ Khalid is a Fellow in the Association of Chartered Certified Accountants. Garry Richard Stein, Independent Director, is a seasoned executive with strong management, analytical and strategic skills and a track record of success and innovation. He has been serving as Executive Vice President & Director of Ghana based at Hope Gold Limited since July 2019. He has also been serving as Chief Financial Officer of PHP Acquisition Corp. since April 2021. Mr. Stein has over fifty years of experience in executive roles in banking, investment management, mergers & acquisitions, private equity, natural resources, technology, and strategic planning. He has been actively involved for many years in both in international commodity, mining, and finance communities and has been successful in raising and investing substantial funds for various investment projects across a wide range of industries, particularly in natural resources. He has served as an advisor, senior executive and in board roles for a number of public and private companies in North America, Hong Kong, China, throughout Southeast Asia and Africa. He was recently a responsible officer for development of the technology design for the global trade settlement platform was instrumental in the strategic planning, design concepts and implementation of modern distributed ledger and related technologies to the issues of global trade. In the past, he has been involved as an investor and senior executive in several oil and gas exploration and development companies in Canada, the USA, China and Central Asia. Akbar Tajudin bin Abdul Wahab, Independent Director, has been working as the Senior Technical Advisor for JX Nippon Oil and Gas Exploration Corporation in Malaysia since May 2014. He is responsible for providing technical and commercial advice on matters relating to new investment opportunities and offering solutions to technical issues relating to development proposals. Prior to that, he joined Sona Petroleum in August 2013 as the Vice President of Exploration and Production and was responsible to assess and identify suitable E&P O&G assets for the Company until April 2015. Mr Akbar Tajudin has more than 44 years of experience in the oil and gas industry He started his career with PETRONAS, the national company of Malaysia, in 1977 and has since served in many technical and executive roles within the company. He has been involved in the operations and business development of the oil and gas in South East Asia, Middle East and Africa. He was also involved in management of the risk and assurance aspects of the oil and gas business.. Mohammad Faizal bin Abd Jabbar, Independent Director, has extensive experience in the legal, capital markets and the business sector in Malaysia. He graduated with a law degree (LLB (Hons)) from the International Islamic University in 1993, LLM(Hons) University of Cambridge UK in 1994 and the Institute of Chartered Secretaries and Administrators (ICSA) UK in 1995. He practiced corporate and finance law in two of Malaysia’s largest law firms Messrs Shearn Delamore and Zul Rafique & Partners. He was involved in major legal projects namely the construction of the KL International Airport, the Federal Administrative Capital Putrajaya and the financing of the iconic Kuala Lumpur City Centre better known as the Twin Towers. He has been on the board of several subsidiaries of the UBS Malaysia group of companies since 2000 and currently is an independent non-executive director of UBS Securities Malaysia since 2005 and served as the Chairman of the board from 2019 to 2021. He also has experience in the property investment services and the renewable energy industry in Malaysia. Number and Terms of Office of Officers and Directors We will have four directors upon completion of this offering. Our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Stein will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mohammed Faizal bin Abd Jabbar, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Akbar Tajudin bin Abdul Wahab and Dato’ Maznah Binti Abdul Jalil, will expire at the third annual meeting of stockholders. 111 Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We expect that our board of directors will determine that all of our directors, other than Dato’ Maznah Binti Abdul Jalil are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay Liberty Fields LLC, our sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. 112 We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Garry Richard Stein, Akbar Tajudin bin Abdul Wahab and Mohammad Faizal bin Abd Jabbar will serve as members of our audit committee, and Mr. Stein will chair the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Garry Richard Stein, Akbar Tajudin bin Abdul Wahab and Mohammad Faizal bin Abd Jabbar meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Stein qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. 113 Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. Messrs. Garry Richard Stein, Akbar Tajudin bin Abdul Wahab and Mohammad Faizal bin Abd Jabbar will serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of Messrs. Garry Richard Stein, Akbar Tajudin bin Abdul Wahab and Mohammad Faizal bin Abd Jabbar are independent, and Mr. Mohammad Faizal bin Abd Jabbar will chair the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; • reviewing on an annual basis our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and annual report disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; • if required, producing a report on executive compensation to be included in our annual proxy statement; and • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than the payment to Liberty Fields LLC, our sponsor, of $10,000 per month, for up to 18 months, for the office space, utilities, and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. 114 Director N

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q 10-Q 2022-05-16 https://www.sec.gov/Archives/edgar/data/1880151/000141057822001701/libyu-20220331x10q.htm
10-K FORM 10-K 2022-03-31 https://www.sec.gov/Archives/edgar/data/1880151/000141057822000736/libyu-20211231x10k.htm
SC 13G/A FORM SC 13G/A 2022-02-17 https://www.sec.gov/Archives/edgar/data/1880151/000106299322004773/formsc13ga.htm
SC 13G/A FORM SC 13G/A 2022-02-14 https://www.sec.gov/Archives/edgar/data/1880151/000106299322003882/formsc13ga.htm
SC 13G/A 2022-02-02 https://www.sec.gov/Archives/edgar/data/1880151/000184671822000041/LibertyResources13g13122.txt
SC 13G/A SCHEDULE 13G/A 2022-01-24 https://www.sec.gov/Archives/edgar/data/1880151/000137647422000063/lf_sc13gz.htm
8-K FORM 8-K 2021-12-23 https://www.sec.gov/Archives/edgar/data/1880151/000110465921152958/tm2136152-1_8k.htm
10-Q 10-Q 2021-12-20 https://www.sec.gov/Archives/edgar/data/1880151/000141057821000565/libyu-20210930x10q.htm
8-K FORM 8-K 2021-11-23 https://www.sec.gov/Archives/edgar/data/1880151/000110465921142669/tm2133730d1_8k.htm
8-K 8-K 2021-11-15 https://www.sec.gov/Archives/edgar/data/1880151/000110465921138869/tm2132822d1_8k.htm
SC 13G FORM SC 13G 2021-11-12 https://www.sec.gov/Archives/edgar/data/1880151/000106299321010750/formsc13g.htm
SC 13G SC 13G 2021-11-09 https://www.sec.gov/Archives/edgar/data/1880151/000110465921136224/tm2132446d2_sc13g.htm
8-K FORM 8-K 2021-11-09 https://www.sec.gov/Archives/edgar/data/1880151/000110465921136015/tm2132244d1_8k.htm
424B4 424B4 2021-11-05 https://www.sec.gov/Archives/edgar/data/1880151/000110465921134752/tm2132022d1_424b4.htm
EFFECT 2021-11-03 https://www.sec.gov/Archives/edgar/data/1880151/999999999521004168/xslEFFECTX01/primary_doc.xml
3 OWNERSHIP DOCUMENT 2021-11-03 https://www.sec.gov/Archives/edgar/data/1880151/000110465921133760/xslF345X02/tm2131817-6_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-11-03 https://www.sec.gov/Archives/edgar/data/1880151/000110465921133759/xslF345X02/tm2131817-5_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-11-03 https://www.sec.gov/Archives/edgar/data/1880151/000110465921133755/xslF345X02/tm2131817-4_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-11-03 https://www.sec.gov/Archives/edgar/data/1880151/000110465921133753/xslF345X02/tm2131817-3_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-11-03 https://www.sec.gov/Archives/edgar/data/1880151/000110465921133752/xslF345X02/tm2131817-2_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-11-03 https://www.sec.gov/Archives/edgar/data/1880151/000110465921133751/xslF345X02/tm2131817-1_3seq1.xml
CERT 2021-11-01 https://www.sec.gov/Archives/edgar/data/1880151/000135445721001257/8A_Cert_LIBY.pdf
8-A12B/A 8-A12B/A 2021-10-13 https://www.sec.gov/Archives/edgar/data/1880151/000110465921125448/tm2126433-5_8a12ba.htm
S-1/A S-1/A 2021-10-12 https://www.sec.gov/Archives/edgar/data/1880151/000110465921125411/tm2126433d4_s1a.htm
8-A12B 8-A12B 2021-10-05 https://www.sec.gov/Archives/edgar/data/1880151/000110465921123206/tm2129278d1_8a12b.htm
S-1/A S-1/A 2021-10-05 https://www.sec.gov/Archives/edgar/data/1880151/000110465921123197/tm2128433d2_s1a.htm
S-1/A FORM S-1/A 2021-09-24 https://www.sec.gov/Archives/edgar/data/1880151/000110465921118893/tm2128243d1_s1a.htm
S-1 FORM S-1 2021-09-03 https://www.sec.gov/Archives/edgar/data/1880151/000110465921112846/tm2126433d1_s1.htm