UNITED STATES
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
Date of Report (Date of earliest event reported): May 21, 2021 (May 17, 2021)
MALACCA STRAITS ACQUISITION COMPANY LIMITED
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39383 | N/A | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Unit 601-2
St. George's Building
2 Ice House Street
Central, Hong Kong
(Address of principal executive offices, including Zip Code)
+852 21060888
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered | ||
| Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant | MLACU | The NASDAQ Stock Market LLC | ||
| Class A Ordinary Shares, par value $0.0001 per share | MLAC | The NASDAQ Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share | MLACW | The NASDAQ Stock Market LLC |
ADDITIONAL INFORMATION
PT Asia Vision Network, an Indonesian limited liability company (“AVN”), intends to file with the Securities and Exchange Commission (the “SEC”), a Registration Statement on Form F-4 (as amended, the “Registration Statement”), which will include a preliminary proxy statement of Malacca Straits Acquisition Company Limited, a special purpose acquisition company organized under the laws of the Cayman Islands (“Malacca”), and a prospectus in connection with the proposed business combination (the “Business Combination”) involving Malacca and AVN. When available, the proxy statement contained in the F-4 and other relevant materials for the transaction will be mailed to shareholders of Malacca as of a record date to be established for voting on the proposed Business Combination and related matters. The preliminary F-4 and proxy statement, the final F-4 and definitive proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents filed by Malacca with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov) or by writing to Malacca at Unit 601-2, St. George's Building, 2 Ice House Street, Central, Hong Kong. Other information filed with the SEC is also available on the SEC's website at www.sec.gov.
DISCLAIMER
This report and the exhibits hereto do not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
PARTICIPANTS IN THE SOLICITATION
Malacca and AVN and their respective directors, commissioners, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Malacca ordinary shares in respect of the proposed business combination. Malacca shareholders and other interested persons may obtain more detailed information regarding the names and interests in the transaction of Malacca's directors and officers in Malacca's and AVN's filings with the SEC, including when filed, the F-4 and the proxy statement. These documents can be obtained free of charge from the sources indicated above.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains, and certain oral statements made by representatives of Malacca and AVN and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Malacca's and AVN's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Malacca's and AVN's expectations with respect to future performance of AVN, anticipated financial impacts of the proposed transaction (the “Transaction”), the anticipated addressable market for AVN, the satisfaction of the closing conditions to the Transaction, the pre-money valuation of AVN (which is subject to certain inputs that may change prior to the closing of the Transaction and is subject to adjustment after the closing of the Transaction), and the timing of the closing of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of Malacca and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the inability to consummate the Transaction, including due to failure to obtain approval of the shareholders of Malacca or other conditions to the closing in the Business Combination Agreement; (3) delays in obtaining or the inability to obtain any necessary regulatory approvals required to complete the Transaction; (4) the inability to obtain the listing of AVN's securities on Nasdaq following the Transaction; (5) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction; (6) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of AVN to grow and manage growth economically and hire and retain key employees; (7) costs related to the Transaction; (8) changes in applicable laws or regulations; (9) the effect of the COVID-19 pandemic on Malacca or AVN and their ability to consummate the Transaction; (10) the possibility that Malacca or AVN may be adversely affected by other economic, business, and/or competitive factors; and (11) other risks and uncertainties to be identified in the registration/proxy statement (when available) relating to the Transaction, including those under “Risk Factors” therein, and in other filings with the SEC made by Malacca or AVN. Malacca and AVN caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Malacca or AVN undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. Readers are referred to the most recent reports filed with the SEC by Malacca. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Malacca and AVN undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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Item 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed by Malacca in its Current Reports on Form 8-K that were filed on March 22, 2021 and March 25, 2021 with the SEC, on March 21, 2021, Malacca entered into a Business Combination Agreement (as amended, including by the First Amendment (as defined below), the “Business Combination Agreement”) with PT MNC Vision Networks TBK (“Parent”), AVN, an Indonesian limited liability company and indirect 99.99% owned subsidiary of Parent, Malacca Straits Management Company Limited, a British Virgin Islands business company with limited liability (the “Sponsor”), in the capacity as the Malacca Representative thereunder (including any successor Malacca Representative appointed in accordance therewith, the “Malacca Representative”), and MNC Entertainment Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of AVN (“Merger Sub”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Business Combination Agreement.
On May 17, 2021, Malacca, Parent, AVN and Malacca Representative entered into the Waiver and Amendment Letter Agreement No. 1 to the Business Combination Agreement (the “First Amendment”) pursuant to which the parties, amended the Business Combination Agreement, effective as of May 17, 2021, in order to, among other things, provide for the following: (i) the extension of the deadline for completion of the Reorganization to May 31, 2021; (ii) the transfer of the economic interest of one share in PT Vision Network Nusantara (the “Share”), in lieu of the transfer of the Share pursuant to paragraphs 17 – 19 of Schedule 8.3(f) to the Business Combination Agreement; (iii) the carve out of the Mortgage Register from the representation and warranty under Section 4.24 (Books and Records) of the Business Combination Agreement; and (iv) the amendment of the Malacca Disclosure Schedules and Schedule 6.3 (Conduct of Business of Malacca) to provide for a general disclosure (including with respect to Section 3.6 (SEC Filings and Malacca Financials; Internal Controls; Listing) of the Business Combination Agreement) as to any potential changes (including any required restatements of the Malacca Financials or the SEC Reports) to Malacca’s historical accounting of the Malacca Warrants as equity rather than as liabilities that may be required as a result the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” that was issued by the SEC on April 12, 2021, and any related guidance by the SEC.
The foregoing description of the First Amendment is not complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1* | Waiver and Amendment Letter Agreement No. 1, dated as of May 17, 2021, by and among Malacca, Parent, AVN and Malacca Representative. |
* The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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SIGNATURES
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.
Date: May 21, 2021
| MALACCA STRAITS ACQUISITION COMPANY LIMITED | ||
| By: | /s/ Kenneth Ng | |
| Kenneth Ng | ||
|
Chief Executive Officer (Principal Executive Officer) |
||
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Exhibit 2.1
Malacca Straits Acquisition Company Limited (“Malacca”)
Unit 601-2
St. George’s Building
2 Ice House Street
Central, Hong Kong
Malacca Straits Management Company Limited (in its capacity under
the BCA (as defined below) as the Malacca Representative, “Malacca Representative”)
Unit 601-2
St. George’s Building
2 Ice House Street
Central, Hong Kong
May 17, 2021
Project Mercury – Waiver and Amendment Letter Agreement No. 1 (the “Amendment Agreement”)
| 1. | We refer to the business combination agreement by and among Malacca, Malacca Representative, PT Asia Vision Network (the “Company”), PT MNC Vision Networks Tbk (the “Parent” and together with the Company, “we” or “us”) and MNC Entertainment Ltd. (the “Merger Sub”) dated as of March 21, 2021 (the “BCA”). Capitalized terms used in this amendment agreement but not otherwise defined shall have the meanings given to them in the BCA. |
| 2. | We on behalf of ourselves and Merger Sub write to seek Malacca and Malacca Representative’s agreement to the proposed amendments below and the corresponding waivers (as applicable) pursuant to Sections 11.9 and 11.10 of the BCA: |
Reorganization
| (a) | The deadline for completion of the Reorganization as set forth in Section 6.20 (and the related termination right in Section 9.1(i)) of the BCA be extended to May 31, 2021. |
| (b) | PT Global Mediacom Tbk will execute a power of attorney (a form of which is attached hereto as Annex A) in favor of the Company for the transfer of the economic interest of one share in PT Vision Network Nusantara (the “Share”), in lieu of the transfer of the Share pursuant to paragraphs 17 – 19 of Schedule 8.3(f) to the BCA. |
Share Split
| (c) | The Company intends to undertake a share split of the Company’s capital prior to the Closing. Following the share split, the authorized capital of the Company shall be Rp 20,664,000,000, divided into 206,640 authorized shares with nominal value of Rp 100,000 per share. Twenty-five percent (25%) of the authorized capital of the Company has been issued, amounting to 51,660 issued shares. We seek consent for, and Malacca and the Malacca Representative hereby consent to, the aforementioned share split under Section 6.2(b)(iii) of the BCA; provided, that for the avoidance of doubt, such share split shall not affect the provisions of Section 1.8 of the BCA, and will not affect the Consideration Amount delivered thereunder (other than adjusting the number of Consideration Shares delivered to the extent that more capital shares of the Company are issued and outstanding prior to the Merger). Section 4.3 (Capitalization) of and Schedule 4.4 (Subsidiaries) to the BCA are also hereby deemed amended accordingly. |
Books and Records
| (d) | Since incorporation, the Merger Sub does not maintain a register of mortgages and charges (the “Mortgage Register”). We seek agreement, and Malacca and the Malacca Representative hereby agree, that the Mortgage Register be carved out from the representation and warranty under Section 4.24 (Books and Records) of the BCA. |
SEC Warrant Liability
| 3. | We on behalf of ourselves and Merger Sub write to acknowledge our agreement to the proposed amendments below and the corresponding waivers (as applicable) pursuant to Sections 11.9 and 11.10 of the BCA. |
| (a) | The Malacca Disclosure Schedules and Schedule 6.3 (Conduct of Business of Malacca) are hereby deemed amended to provide for a general disclosure (including with respect to Section 3.6 (SEC Filings and Malacca Financials; Internal Controls; Listing) of the BCA) as to any potential changes (including any required restatements of the Malacca Financials or the SEC Reports) to Malacca’s historical accounting of the Malacca Warrants as equity rather than as liabilities that may be required as a result the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” that was issued by the SEC on April 12, 2021, and any related guidance by the SEC. |
General
| 4. | For the avoidance of doubt: |
| (a) | The letter constitutes a proposal to seek parties’ agreement to the foregoing amendments and waivers and shall not be deemed or construed to be an admission of liability by either party at any time for any purpose; |
| (b) | save as otherwise expressly amended or waived herein, the BCA and the Ancillary Documents shall remain in full force and effect on the terms and subject to the conditions set forth therein; and |
| (c) | any reference to the BCA in the BCA or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the BCA, as amended by this Amendment Agreement (or as the BCA may be further amended or modified after the date hereof in accordance with the terms thereof). The BCA, as amended by this Amendment Agreement, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the BCA, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter. If any provision of the BCA is materially different from or inconsistent with any provision of this Amendment Agreement, the provision of this Amendment Agreement shall control, and the provision of the BCA shall, to the extent of such difference or inconsistency, be disregarded. |
| 5. | This Amendment Agreement shall be interpreted, construed, governed and enforced in a manner consistent with the BCA, and the provisions of Section 11.1 – 11.10 and 11.12 – 11.16 (inclusive) of the BCA shall apply to this Amendment Agreement, mutatis mutandis, as if set out in full herein. |
[Signature page to follow.]
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| Yours faithfully, | ||||
| PT ASIA VISION NETWORK | ||||
| By: | /s/ Ade Tjendra | By: | /s/ Ruby Panjaitan | |
| Name: | Ade Tjendra | Name: | Ruby Panjaitan | |
| Title: | President Director | Title: | Director | |
| PT MNC VISION NETWORKS TBK | ||||
| By: | /s/ Ade Tjendra | By: | /s/ Herman Kusno | |
| Name: | Ade Tjendra | Name: | Herman Kusno | |
| Title: | President Director | Title: | Director | |
Acceptance
In consideration of the mutual covenant as contained herein, we agree and accept the terms as set forth in this Amendment Agreement. We further unconditionally and irrevocably waive all of our rights that we have (or may have) arising out of or in connection with the foregoing matters and amendments.
| MALACCA STRAITS ACQUISITION COMPANY LIMITED | ||
| By: | /s/ Kenneth Ng | |
| Name: | Kenneth Ng | |
| Title: | Chief Executive Officer | |
| MALACCA STRAITS MANAGEMENT COMPANY LIMITED, | ||
| solely in its capacity under the BCA as the Malacca Representative | ||
| By: | /s/ Kenneth Ng | |
| Name: | Kenneth Ng | |
| Title: | Director | |
{Signature Page to BCA Amendment Agreement}
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Annex A – Power of Attorney
[Attached.]
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