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): September 3, 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)
Registrant’s telephone number, including area code: +852 21060888
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | 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 |
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. ☐
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed on March 22, 2021, Malacca Straits Acquisition Company Limited (Nasdaq: MLACU, MLAC and MLACW), a special purpose acquisition company organized under the laws of the Cayman Islands (the “Company”) entered into a definitive Business Combination Agreement (the “Business Combination Agreement”), with PT Asia Vision Network, an Indonesian limited liability company (“AVN”) and indirect 99.99% owned subsidiary of PT MNC Vision Networks TBK, an Indonesian public limited liability company. On September 3, 2021, AVN and the Company entered into a Termination Agreement (the “Termination Agreement”) in which AVN and the Company mutually agreed to terminate the Business Combination Agreement, pursuant to Section 9.1(a) thereof.
A copy of the Termination Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Termination Agreement is qualified in its entirety by reference thereto.
Item 8.01 Other Events.
On September 7, 2021, the Company issued a press release announcing that it had terminated the Business Combination Agreement (the “Press Release”). A copy of the Press Release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Termination Agreement, dated September 3, 2021 | |
| 99.1 | Press Release, dated September 7, 2021 | |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MALACCA STRAITS ACQUISITION COMPANY LIMITED | ||
| By: | /s/ Kenneth Ng | |
| Name: Kenneth Ng | ||
|
Title: Chief Executive Officer (Principal Executive Officer) |
||
| Dated: September 7, 2021 | ||
2
Exhibit 10.1
THIS TERMINATION AGREEMENT is made on 3rd day of September 2021
AMONG:
| (1) | Malacca Straits Acquisition Company Limited, with correspondence address at Unit 601-2, St. George’s Building, 2 Ice House Street, Central, Hong Kong (“Malacca”); and |
| (2) | PT Asia Vision Network, with correspondence address at PT MNC Vision Networks TBK, MNC Tower 27th Floor, MNC Center, J1, Kebon Sirih 17-19, Jakarta Pusat 10340, Indonesia (the “Company”) |
each a “Party” and together, the “Parties”.
NOW THE PARTIES AGREE AS FOLLOWS:
Reference is hereby made to that certain Business Combination Agreement, dated as of March 21, 2021 (as amended by that certain Waiver and Amendment Letter Agreement No. 1, dated as of May 17, 2021, the “BCA”), by and among Malacca Straits Acquisition Company Limited (“Malacca”), PT Asia Vision Network, an Indonesian limited liability company (the “Company”), PT MNC Vision Networks TBK, an Indonesian public limited liability company, Malacca Straits Management Company Limited, a British Virgin Islands business company with limited liability, in the capacity as the Malacca Representative thereunder, and MNC Entertainment Ltd, a Cayman Islands exempted company. Capitalized terms used but not defined in this termination agreement (this “Termination Agreement”) shall have the meanings ascribed to such terms in the BCA.
In accordance with Section 9.1(a) of the BCA, each of Malacca and the Company hereby mutually agree that the BCA is hereby terminated effective immediately, and none of the parties to the BCA will have any further rights, obligations or liabilities thereunder or in connection therewith, including without limitation any obligations for any breach of the terms thereof prior to the termination of the BCA in accordance with this Termination Agreement, except that Sections 6.12, 6.13, 9.2, 9.3, 10.1 and Article XI of the BCA shall survive the termination of the BCA and continue to apply.
This Termination Agreement will be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of New York, without giving effect to the choice of law principles thereof, and otherwise in a manner consistent with the provisions of the BCA (prior to giving effect to its termination). The parties hereto agree that this Termination Agreement may be amended or modified only by a mutual writing executed by each of the parties hereto. This Termination Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Termination Agreement may be executed in any number of counterparts (including without limitation by facsimile, pdf or other electronic document transmission), each of which will be deemed an original but all of which together will constitute one and the same instrument.
[signature page overleaf]
Acknowledged and agreed effective as of the date first set forth above:
Malacca Straits Acquisition Company Limited
| By: | /s/ Kenneth Ng | ||
| Name: | Kenneth Ng | ||
| Title: | Chief Executive Officer | ||
Acknowledged and agreed effective as of the date first set forth above:
| PT Asia Vision Network | |||
| By: | /s/ Ade Tjendra | ||
| Name: | Ade Tjendra | ||
| Title: | President Director | ||
Exhibit 99.1
Malacca Straits Acquisition Company Limited
Termination of business combination agreement between Malacca Straits Acquisition Company
and Asia Vision Network
September 7, 2021 - Malacca Straits Acquisition Company Limited (“Malacca Straits” or “MLAC”) (NASDAQ: MLAC), a publicly traded special purpose acquisition company led by CEO Kenneth Ng, and Asia Vision Network (“AVN” or the “Company”), the holding company for Vision+ and MNC Play today announced that they have mutually agreed to terminate the business combination agreement which was originally entered into on March 21, 2021.
Kenneth Ng, Chief Executive Officer of Malacca Straits, said, “While both parties have made diligent and dedicated efforts towards a successful closing of the business combination within the planned timetable, various unforeseen circumstances beyond the control of either party have precluded this. Therefore, we have concluded together with AVN that it is in the best interest of both parties to terminate our business combination agreement.”
Ade Tjendra, Chief Executive Officer of PT MNC Vision Networks Tbk, commented, “We have been working closely over the past several months with the Malacca Straits team, and while we are disappointed not to have completed this transaction as originally contemplated, we believe this is the correct decision, which was mutually and amicably reached by both parties.”
About Asia Vision Network
Asia Vision Network is the holding company for Vision+, Indonesia’s fastest growing Over-The-Top media business and MNC Play, the 3rd largest broadband and IPTV operator in Indonesia. Vision+ offers Subscription Video on Demand (SVOD) and Advertising-based Video on Demand (AVOD), based on exclusive OTT access to MNC Group market-leading Free-to-Air channels and a content library of over 300,000 hours. MNC Play delivers fiber-optic based broadband & IPTV services and is the pioneer in 100% FTTH technology in Indonesia.
About Malacca Straits Acquisition Company
Malacca Straits is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Malacca Straits consummated its initial public offering on July 17, 2020. Its units, shares and warrants are listed on the Nasdaq Capital Market.
Forward Looking Statements
This press release contains, and certain oral statements made by representatives of Malacca Straits 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 Straits’ 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. Malacca Straits does not undertake or accept 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.
No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Transaction or otherwise, 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 offer 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.
Contacts:
Investors:
Kenneth Ng / Stanley Wang
kenneth@malaccastraits.net / stanley@malaccastraits.net