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Cayman Islands
(State or other jurisdiction of incorporation or organization) |
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6770
(Primary Standard Industrial Classification Code Number) |
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N/A
(I.R.S. Employer Identification Number) |
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Joel L. Rubinstein
White & Case LLP 1221 Avenue of the Americas New York, NY 10020-1095 Tel: (+1) (212) 819 7642 |
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Jessica Zhou
White & Case 9th Floor Central Tower 28 Queen’s Road Central Hong Kong Tel: (+852) 2822 8725 |
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James C. Lin
Davis Polk & Wardwell LLP 18th Floor, The Hong Kong Club Building 3A Chater Road, Central, Hong Kong Tel: (+852) 2533-3300 |
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Derek J. Dostal
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Tel: (+1) (212) 450-4000 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
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Per Unit
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Total
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Public offering price
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| | | $ | 10.00 | | | | | $ | 200,000,000 | | |
Underwriting discounts and commissions(1)
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| | | $ | 0.55 | | | | | $ | 11,000,000 | | |
Proceeds, before expenses, to us
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| | | $ | 9.45 | | | | | $ | 189,000,000 | | |
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January 26, 2021
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Balance Sheet Data:
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Working capital (deficiency)
|
| | | $ | (74,750) | | |
Total assets
|
| | | $ | 94,250 | | |
Total liabilities
|
| | | $ | 74,750 | | |
Shareholder’s equity
|
| | | $ | 19,500 | | |
| | |
Without
Over-allotment Option |
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Over-allotment
Option Exercised |
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Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 200,000,000 | | | | | $ | 230,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 6,000,000 | | | | | | 6,600,000 | | |
Total gross proceeds
|
| | | $ | 206,000,000 | | | | | $ | 236,600,000 | | |
Offering expenses(2)
|
| | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 4,000,000 | | | | | $ | 4,600,000 | | |
Legal fees and expenses
|
| | | | 250,000 | | | | | | 250,000 | | |
Printing and engraving expenses
|
| | | | 20,000 | | | | | | 20,000 | | |
Accounting fees and expenses
|
| | | | 30,000 | | | | | | 30,000 | | |
SEC/FINRA Expenses
|
| | | | 60,093 | | | | | | 60,093 | | |
Travel and road show
|
| | | | 25,000 | | | | | | 25,000 | | |
NYSE listing and filing fees
|
| | | | 85,000 | | | | | | 85,000 | | |
Directors and officers insurance(6)
|
| | | | 300,000 | | | | | | 300,000 | | |
Miscellaneous
|
| | | | 229,907 | | | | | | 229,907 | | |
Total offering expenses (other than underwriting commissions)
|
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
Proceeds after offering expenses
|
| | | $ | 201,000,000 | | | | | $ | 231,000,000 | | |
Held in trust account(3)
|
| | | $ | 200,000,000 | | | | | $ | 230,000,000 | | |
% of public offering size
|
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100%
|
| |
100%
|
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Not held in trust account
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| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
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Amount
|
| |
% of Total
|
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Legal, accounting, due diligence, travel, and other expenses in connection with any
business combination(5) |
| | | $ | 300,000 | | | | | | 30.0% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 75,000 | | | | | | 7.5% | | |
NYSE and other regulatory fees
|
| | | | 85,000 | | | | | | 8.5% | | |
Payment for office space, utilities, administrative and support services
|
| | | | 240,000 | | | | | | 24.0% | | |
Working capital to cover miscellaneous expenses
|
| | | | 300,000 | | | | | | 30.0% | | |
Total
|
| | | $ | 1,000,000 | | | | | | 100.0% | | |
| | |
No exercise of
over-allotment option |
| |
Exercise of
over-allotment option in full |
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Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book value before this offering
|
| | | | (0.01) | | | | | | (0.01) | | |
Increase attributable to public shareholders
|
| | | | 0.83 | | | | | | 0.73 | | |
Pro forma net tangible book value after this offering and the
sale of the private placement warrants |
| | | | 0.82 | | | | | | 0.72 | | |
Dilution to public shareholders
|
| | | $ | 9.18 | | | | | $ | 9.28 | | |
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Shares Purchased
|
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Total Consideration
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Average
Price Per Share |
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Number
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Percentage
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Amount
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Percentage
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Initial Shareholders(1)
|
| | | | 5,000,000 | | | | | | 20.00% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.005 | | |
Public Shareholders
|
| | | | 20,000,000 | | | | | | 80.00% | | | | | | 200,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | |
| | | | | 25,000,000 | | | | | | 100.00% | | | | | $ | 200,025,000 | | | | | | 100.00% | | | | | | | | |
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Without
Over-allotment |
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With
Over-allotment |
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Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
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| | | $ | (74,750) | | | | | $ | (74,750) | | |
Net proceeds from this offering and sale of the private placement warrants(1)
|
| | | | 201,000,000 | | | | | | 231,000,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value
|
| | | | 94,250 | | | | | | 94,250 | | |
Less: Deferred underwriting commissions
|
| | | | (7,000,000) | | | | | | (8,050,000) | | |
Less: Proceeds held in trust subject to redemption(2)
|
| | | | (189,019,490) | | | | | | (217,969,490) | | |
| | | | $ | 5,000,010 | | | | | $ | 5,000,010 | | |
Denominator: | | | | | | | | | | | | | |
Class B ordinary shares issued and outstanding prior to this offering
|
| | | | 5,750,000 | | | | | | 5,750,000 | | |
Class B ordinary shares forfeited if over-allotment is not exercised
|
| | | | (750,000) | | | | | | — | | |
Class A ordinary shares included in the units offered
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| | | | 20,000,000 | | | | | | 23,000,000 | | |
Less: Class A ordinary shares subject to redemption
|
| | | | (18,901,949) | | | | | | (21,796,949) | | |
| | | | | 6,098,051 | | | | | | 6,953,051 | | |
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January 26, 2021
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Actual
|
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As Adjusted
|
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Notes payable and due to related party(1)
|
| | | $ | — | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 7,000,000 | | |
Class A ordinary shares, $0.0001 par value, -0- shares authorized; and 18,901,949
shares are subject to possible redemption, respectively(2) |
| | | | — | | | | | | 189,019,490 | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; -0- and 1,098,051 shares issued and outstanding (excluding -0- and 18,901,949 shares subject to possible redemption), actual and as adjusted, respectively
|
| | | | — | | | | | | 110 | | |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized,
5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(3) |
| | | | 575 | | | | | | 500 | | |
Additional paid-in capital
|
| | | | 24,425 | | | | | | 5,004,900 | | |
Accumulated deficit
|
| | | | (5,500) | | | | | | (5,500) | | |
Total shareholders’ equity
|
| | | $ | 19,500 | | | | | $ | 5,000,010 | | |
Total capitalization
|
| | | $ | 19,500 | | | | | $ | 201,019,500 | | |
| | |
Redemptions in Connection
with our Initial Business Combination |
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Other Permitted Purchases of
Public Shares by our Affiliates |
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Redemptions if we fail to
Complete an Initial Business Combination |
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Calculation of redemption price
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Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause
our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to
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If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the
Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are
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| | If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us (less franchise and income taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares. | |
| | |
Redemptions in Connection
with our Initial Business Combination |
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Other Permitted Purchases of
Public Shares by our Affiliates |
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Redemptions if we fail to
Complete an Initial Business Combination |
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| | | in connection with the negotiation of terms of a proposed business combination. | | | subject to such rules, the purchasers will comply with such rules | | | | |
Impact to remaining shareholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. | |
| | |
Terms of Our Offering
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Terms Under a Rule 419 Offering
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Escrow of offering proceeds
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| | $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $170,100,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the | |
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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| | | conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | United States. | |
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business
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| | We must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Credit Suisse informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | |
Terms of Our Offering
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Terms Under a Rule 419 Offering
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| | | filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | | |
Exercise of the warrants
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| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor
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| | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the conditions described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | |
Terms of Our Offering
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Terms Under a Rule 419 Offering
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| | | shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the shareholder meeting held to approve the proposed transaction | | | | |
Business combination deadline
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| | If we are unable to complete an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us (less franchise and income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | |
Terms of Our Offering
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Terms Under a Rule 419 Offering
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| | | distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. | | | | |
Release of funds
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| | Except for the withdrawal of interest to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
Delivering share certificates in connection with the exercise of redemption rights
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| | We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either | | | Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to | |
| | |
Terms of Our Offering
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Terms Under a Rule 419 Offering
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| | | deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. | | |
exercise its redemption rights.
After the business combination is approved, the company would contact such shareholder to arrange for delivery of its share certificates to verify ownership.
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| | |
Terms of Our Offering
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Terms Under a Rule 419 Offering
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Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote
|
| | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent. However, we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. | | | Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. | |
Name
|
| |
Age
|
| |
Position
|
|
Jonathan Lin | | |
36
|
| |
Chairman of the Board, Director and Chief Executive Officer
|
|
Frank Han | | |
37
|
| | President | |
Kevin Lee | | |
35
|
| | Director and Chief Financial Officer | |
Sammy Hsieh | | |
48
|
| | Independent Director Nominee | |
Alexandre Casin | | |
47
|
| | Independent Director Nominee | |
Dickson Cheng | | |
51
|
| | Independent Director Nominee | |
Johnny Liu | | |
43
|
| | Independent Director Nominee | |
Individual
|
| |
Entity
|
| |
Entity’s Business
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| |
Affiliation
|
|
Jonathan Lin | | | L2 Capital | | | Financial services | | | Co-Founder, Partner and Chief Investment Officer | |
| | | Central for Change | | | Non-profit organization | | | Co-founder | |
Frank Han | | | L2 Capital | | | Financial services | | | Co-Founder and Partner | |
Kevin Lee | | | L2 Capital | | | Financial services | | | Co-Founder and Partner | |
Sammy Hsieh | | |
iClick Interactive Asia Group Limited
|
| |
Online marketing technology
|
| |
Chairman of the Board, Director and Co-founder
|
|
Alexandre Casin | | | Nendo Labs Limited | | | Financial services | | | Founder | |
| | | You & MrJones LLC | | | Brand technology | | | Founding Partner | |
Dickson Cheng | | |
Shanggu Securities Limited
|
| | Financial services | | | Managing Director and Head of the Investment Banking | |
| | | China Lesso Group Holdings Limited | | | Piping manufacturing and development | | | Independent Non-Executive Director | |
Johnny Liu | | | Nomura International (Hong Kong) Limited | | | Financial services | | | Managing Director | |
| | |
Number of Shares
Beneficially Owned(2) |
| |
Approximate
Percentage of Issued and Outstanding Ordinary Shares |
| ||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Before
Offering |
| |
After
Offering |
| |
Before
Offering |
| |
After
Offering |
| ||||||||||||
Magnum Opus Holdings LLC(3)(4)
|
| | | | 5,250,000 | | | | | | 4,500,000 | | | | | | 91.3% | | | | | | 18.0% | | |
Jonathan Lin(3)(4)
|
| | | | 5,250,000 | | | | | | 4,500,000 | | | | | | 91.3% | | | | | | 18.0% | | |
Frank Han
|
| | | | 162,500 | | | | | | 162,500 | | | | | | 2.8% | | | | | | * | | |
Kevin Lee
|
| | | | 162,500 | | | | | | 162,500 | | | | | | 2.8% | | | | | | * | | |
Sammy Hsieh
|
| | | | 50,000 | | | | | | 50,000 | | | | | | * | | | | | | * | | |
Alexandre Casin
|
| | | | 50,000 | | | | | | 50,000 | | | | | | * | | | | | | * | | |
Johnny Liu
|
| | | | 25,000 | | | | | | 25,000 | | | | | | * | | | | | | * | | |
Dickson Cheng
|
| | | | 25,000 | | | | | | 25,000 | | | | | | * | | | | | | * | | |
All officers, directors and director nominees as a group (seven individuals)
|
| | | | 5,725,000 | | | | | | 4,975,000 | | | | | | 99.6% | | | | | | 19.9% | | |
Redemption Date
|
| |
Fair Market Value of Class A Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
(period to expiration of warrants)
|
| | | | ≤10.00 | | | | | | 11.00 | | | | | | 12.00 | | | | | | 13.00 | | | | | | 14.00 | | | | | | 15.00 | | | | | | 16.00 | | | | | | 17.00 | | | | | | ≥18.00 | | |
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriters
|
| |
Number of Units
|
| |||
Credit Suisse Securities (USA) LLC
|
| |
|
| |||
JonesTrading Institutional Services LLC
|
| |
|
| |||
Total
|
| | | | 20,000,000 | | |
| | |
Per Unit(1)
|
| |
Total(1)
|
| ||||||||||||||||||
| | |
Without Over-
allotment |
| |
With Over-
allotment |
| |
Without Over-
allotment |
| |
With Over-
allotment |
| ||||||||||||
Underwriting Discounts and Commissions paid by us
|
| | | $ | 0.55 | | | | | $ | 0.55 | | | | | $ | 11,000,000 | | | | | $ | 12,650,000 | | |
| | | |
Page
|
| |||
| Audited Financial Statements of Magnum Opus Acquisition Limited: | | | | | | | |
| | | |
|
| | ||
| | | |
|
| | ||
| | | |
|
| | ||
| | | |
|
| | ||
| | | |
|
| | ||
| | | |
|
| |
| ASSETS | | | | | | | |
|
Deferred offering costs
|
| | | $ | 94,250 | | |
|
TOTAL ASSETS
|
| | | $ | 94,250 | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
|
Current liabilities:
|
| | | | | | |
|
Accrued expenses
|
| | | $ | 5,500 | | |
|
Accrued offering costs
|
| | | | 69,250 | | |
|
Total Liabilities
|
| | | | 74,750 | | |
| Commitments | | | | | | | |
| Shareholder’s Equity | | | | | | | |
|
Preference Shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 issued and
outstanding(1) |
| | | | 575 | | |
|
Additional paid-in capital
|
| | | | 24,425 | | |
|
Accumulated deficit
|
| | | | (5,500) | | |
|
Total Shareholder’s Equity
|
| | | | 19,500 | | |
|
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
|
| | | $ | 94,250 | | |
|
Formation costs
|
| | | $ | 5,500 | | |
|
Net Loss
|
| | | $ | (5,500) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 5,000,000 | | |
|
Basic and diluted net loss per common share
|
| | | $ | (0.00) | | |
| | |
Class B Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance at January 22, 2021
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor(1)
|
| | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (5,500) | | | | | | (5,500) | | |
Balance at January 26, 2021
|
| | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (5,500) | | | | | $ | 19,500 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (5,500) | | |
|
Changes in operating assets and liabilities
|
| | | | | | |
|
Accrued expenses
|
| | | | 5,500 | | |
|
Net cash provided by (used in) operating activities
|
| | | | — | | |
|
Net Change in Cash
|
| | | | — | | |
|
Cash – Beginning of period
|
| | | | — | | |
|
Cash – End of period
|
| | | $ | — | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
|
| | | $ | 25,000 | | |
|
Deferred offering costs included in accrued offering costs
|
| | | $ | 69,250 | | |
|
SEC expenses
|
| | | $ | 25,093 | | |
|
FINRA expenses
|
| | | | 35,000 | | |
|
Accounting fees and expenses
|
| | | | 30,000 | | |
|
Printing and engraving expenses
|
| | | | 20,000 | | |
|
Travel and road show expenses
|
| | | | 25,000 | | |
|
Legal fees and expenses
|
| | | | 250,000 | | |
|
NYSE listing and filing fees
|
| | | | 85,000 | | |
|
Director & Officers liability insurance premiums(1)
|
| | | | 300,000 | | |
|
Miscellaneous
|
| | | | 229,907 | | |
|
Total
|
| | | $ | 1,000,000 | | |
|
Exhibit
No. |
| |
Description
|
|
| 1.1 | | | | |
| 3.1 | | | Memorandum and Articles of Association.* | |
| 3.2 | | | | |
| 4.1 | | | Specimen Unit Certificate.* | |
| 4.2 | | | Specimen Ordinary Share Certificate.* | |
| 4.3 | | | Specimen Warrant Certificate.* | |
| 4.4 | | | | |
| 5.1 | | | Opinion of White & Case.* | |
| 5.2 | | | | |
| 10.1 | | | | |
| 10.2 | | | | |
| 10.3 | | | | |
| 10.4 | | | | |
| 10.5 | | | Form of Indemnity Agreement.* | |
| 10.6 | | | | |
| 10.7 | | | | |
| 10.8 | | | | |
| 14.1 | | | Form of Code of Business Conduct and Ethics.* | |
| 23.1 | | | | |
| 23.2 | | | Consent of White & Case (included on Exhibit 5.1).* | |
| 23.3 | | | Consent of Maples and Calder (Hong Kong) LLP (included on Exhibit 5.2).* | |
| 99.1 | | | Consent of Wing Hong Sammy Hsieh.* | |
| 99.2 | | | Consent of Alexandre Mathieu Valdemar Casin.* | |
| 99.3 | | | Consent of Dickson Cheng.* | |
| 99.4 | | | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Hou Pu Jonathan Lin
Hou Pu Jonathan Lin
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
March 15, 2021
|
|
|
/s/ Frank Han
Frank Han
|
| |
President
|
| |
March 15, 2021
|
|
|
/s/ Ka Man Kevin Lee
Ka Man Kevin Lee
|
| |
Chief Financial Officer and Director
(Principal Financial and Accounting Officer) |
| |
March 15, 2021
|
|
Exhibit 10.6
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 THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: $300,000 | Dated as of January 26, 2021 |
Magnum Opus Acquisition Limited, an exempted company incorporated in the Cayman Islands (the “Maker”), promises to pay to the order of Magnum Opus Holdings LLC, a limited liability company incorporated in the Cayman Islands, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Three Hundred Thousand Dollars (US$300,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The entire unpaid principal balance of this Note shall be payable on the earlier of: (i) December 31, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities (such earlier date, the “Maturity Date”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney's fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
4. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
5. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
1
6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker's liability hereunder.
8. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
9. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
10. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
11. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
12. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
13. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
2
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
Magnum Opus Acquisition Limited | |||
By: | /s/ Kevin Ka Man Lee | ||
Name: | Kevin Ka Man Lee | ||
Title: | Director and CFO |
[Signature Page to Promissory Note]
3
Exhibit 10.7
Magnum Opus Acquisition Limited
Unit 1509, Nexxus Building
77 Des Voeux Road, Central
Hong Kong
January 26, 2021
Magnum Opus Holdings LLC
Unit 1509, Nexxus Building
77 Des Voeux Road, Central
Hong Kong
RE: Securities Subscription Agreement
Ladies and Gentlemen:
This agreement (the “Agreement”) is entered into on January 26, 2021 by and between Magnum Opus Holdings LLC, a limited liability company incorporated in the Cayman Islands (the “Subscriber” or “you”), and Magnum Opus Acquisition Limited, an exempted company incorporated in the Cayman Islands (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares of, US$0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
1. Subscription of Securities. For the sum of US$25,000 (the “Purchase Price”), which the Company acknowledges receiving in the form of a capital contribution, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the Shares (the “Original Certificate”), or effect such delivery in book-entry form.
2. | Representations, Warranties and Agreements. |
2.1. Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
2.1.1. No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.
2.1.2. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3. Organization and Authority. The Subscriber is a limited liability company incorporated in the Cayman Islands, validly existing and in good standing under the laws of the Cayman Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.1.4. Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.
2.1.5. Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
2.1.6. Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Rule 501(a) of Regulation D under the Securities Act or similar exemptions under state law.
2.1.7. Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof in violation of the registration requirements of the Securities Act. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act.
2.1.8. Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
2.1.9. No Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.
2.2. Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:
2.2.1. Organization and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company is validly existing and in good standing under the laws of the Cayman Islands and possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Company, enforceable against Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
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2.2.2. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the memorandum and articles of association of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.
2.2.3. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4. No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.
3. | Forfeiture of Shares. |
3.1. Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) Shares issuable upon exercise of any warrants or (ii) any Shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.
3.2. Termination of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such forfeited Shares.
3.3. Share Certificates. In the event an adjustment to the Original Certificates, if any, is required pursuant to this Section 3, then the Subscriber shall return such Original Certificates to the Company or its designated agent as soon as practicable upon its receipt of notice from the Company advising Subscriber of such adjustment, following which a new certificate (the “New Certificate”), if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New Certificate, if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held by the Subscriber shall be made in book-entry form.
4. Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon the successful completion of an initial business combination.
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5. | Restrictions on Transfer. |
5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter.
5.3. Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”
5.4. Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3.
5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO.
6. | Other Agreements. |
6.1. Further Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
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6.2. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
6.3. Entire Agreement. This Agreement, together with that certain Insider Letter and the Registration Rights Agreement to be entered into between Subscriber and the Company, substantially in the forms to be filed as an exhibit to the Registration Statement on Form S-1 associated with the Company’s IPO, embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
6.4. Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.
6.5. Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
6.6. Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.
6.7. Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.
6.8. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.
6.9. Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.
6.10. No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
6.11. Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.
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6.12. No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.
6.13. Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
6.14. Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
6.15. Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
6.16. Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
7. Voting and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s shareholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders in connection with an initial business combination negotiated by the Company.
[Signature Page Follows]
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If the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.
Very truly yours, | ||
Magnum Opus Acquisition Limited | ||
By: | /s/ Kevin Ka Man Lee | |
Name: Kevin Ka Man Lee | ||
Title: Director and CFO |
Accepted and agreed as of the date first written above. | ||
Magnum Opus Holdings LLC | ||
By: | /s/ Jonathan Hou Pu Lin | |
Name: Jonathan Hou Pu Lin | ||
Title: Sole Member and Manager |
[Signature Page to Securities Subscription Agreement]
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Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Magnum Opus Acquisition Limited on Amendment No. 1 to Form S-1 (Filing No. 333-253688) of our report dated February 2, 2021,which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Magnum Opus Acquisition Limited as of January 26, 2021 and for the period from January 22, 2021 (inception) through January 26, 2021, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
West Palm Beach, FL
March 12, 2021