UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

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~~THE

~~Date~~SECURITIES ofEXCHANGE ~~report~~ACT ~~(Date~~OF ~~of earliest event reported): November 15, 2021~~1934

AFDate ~~ACQUISITION~~of ~~CORPORATION~~Report (Date of earliest event reported): July 12, 2022

AF ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		~~333~~001-~~253544~~40248		86-1456857
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification ~~Number~~No.)

~~139~~241 ~~North~~Bradley ~~County~~Place ~~Road Floor~~- 2, Suite 35c

Palm Beach, FLFlorida 33480

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (561) 838-9494

~~Not~~139 ~~Applicable (Former~~North ~~name~~County ~~or former address, if changed since last report)~~Road

Floor 2, Suite 35

Palm Beach, FL 33480

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	~~Trading Symbol(s)~~	Name of each exchange on which registered	~~Name of each exchange on which registered~~
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one Redeemable Warrant	AFAQU				The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	AFAQU		The Nasdaq Stock Market LLC
Shares of Class A common stock, par value $0.0001 per share, included as part of the Units	AFAQ				The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units, par value $0.0001 per share	AFAQ		The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the Units	AFAQW				The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	AFAQW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

~~Item~~On 4July 12, 2022, AF Acquisition Corp.02 ~~Non-Reliance~~(the on“Company”) ~~Previously~~issued ~~Issued~~a ~~Financial~~promissory ~~Statements~~note or(the “Note”) in the principal amount of up to $200,000 to AF Sponsor LLC (the “Sponsor”). The Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. If the Company completes a ~~Related~~business ~~Audit~~combination, ~~Report~~the Company would repay the Note out of the proceeds of the trust account released to the Company. Otherwise, the Note would be repaid only out of funds held outside the trust account. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Note but no proceeds from the trust account would be used to repay the Note. At the election of the Sponsor, all or ~~Completed~~a ~~Interim~~portion ~~Review~~of the unpaid principal amount of the Note may be converted into warrants of the Company at a price of $1.50 per warrant (the “Conversion Warrants”). The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note.

AFThe ~~Acquisition~~issuance ~~Corporation (the “Company”) previously presented a portion~~ of ~~its Class A common stock subject to redemption (~~the ~~“Class~~Note Awas ~~Common Stock”) as permanent~~made ~~equity~~pursuant ~~because~~to the ~~Company’s~~exemption ~~Amended~~from ~~and~~registration ~~Restated~~contained ~~Certificate~~in ofSection ~~Incorporation~~4(a)(2) ~~does not permit redemptions~~ of ~~Class A Common Stock that would cause~~ the ~~Company’s~~Securities ~~net~~Act ~~tangible~~of ~~assets to be less than $5~~1933,~~000,001.~~ After discussion and evaluation, including with the Company’s independent registered public accounting firm, Marcum LLP (“Marcum”), the Company has concluded that all Class A Common Stock should be classified as ~~temporary equity because such shares can be redeemed or become redeemable subject to the occurrence of events outside the Company’s sole control~~amended.

OnThe ~~November~~foregoing ~~15,~~description ~~2021,~~is ~~the Audit Committee of the~~qualified ~~Board~~in ofits ~~Directors~~entirety ofby ~~the~~reference ~~Company~~to ~~concluded, after discussion with~~ the ~~Company’s management~~Note, ~~that~~a ~~(i)~~copy ~~the Company’s audited balance sheet as~~ of ~~March~~which ~~23,~~is ~~2021~~attached ~~filed~~ as Exhibit 9910.1 tohereto ~~the Company’s Current Report on Form 8-K filed with the Securities~~ and ~~Exchange~~ ~~Commission~~is ~~(the~~incorporated ~~“SEC”)~~herein onby March 29, 2021, (ii) its unaudited condensed financial statements as of March 31, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 25, 2021, (iii) its unaudited condensed financial statements as of June 30, 2021 contained in the Company’s Current Report on Form 10Q filed with the SEC on August 16, 2021, (the “Affected Periods”), should no longer be relied upon due to the restatement of the Company’s Class A common stock as temporary equityreference.

~~The~~Item Company’s Chief Executive Officer, President and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures2. Based upon their evaluation, the Company’s Chief Executive Officer, President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2021, due to the material weakness in analyzing the accounting for complex financial instruments03. InCreation ~~light~~ of ~~this~~a ~~material~~Direct ~~weakness,~~Financial ~~the~~Obligation ~~Company~~or ~~performed~~an ~~additional analysis~~Obligation asUnder ~~deemed~~an necessary to ensure that the Company’s unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Company reflected the restatements in Note 2 of the Company’s Quarterly Report on Form 10Off-Qbalance ~~for~~Sheet ~~the~~Arrangement period ended September 30, 2021, filed with the SEC on November 19, 2021 and accordingly, management believes that the financial statements included in such report present fairly in all material respects the Company’s financial position, results of ~~operations~~a ~~and cash flows for the periods presented~~Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

~~SIGNATURE~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	AF Acquisition Corporation
Exhibit Number		Description
Date: November 19, 2021	By:		/s/ Andrew Z. Scharf
99.1		Promissory Note of the Company, dated July 12, 2022.
			Andrew Z. Scharf
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
			Chairman and President

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 13, 2022

	AF ACQUISITION CORP.

	By:	/s/ Christopher Bradley
		Name: Christopher Bradley
		Title: Chief Financial Officer

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