Item 1.01. Entry into a Material Definitive Agreement
Business Combination Agreement
On
Treatment of Securities
Preferred Shares. Immediately prior to the Sponsor Share Conversion (as defined below) and prior to the effective time of the Amalgamation (the "Effective Time"), each of the issued and outstanding series A preferred shares of DigiAsia (the "DigiAsia Preferred Shares") shall be converted into DigiAsia ordinary shares (the "DigiAsia Ordinary Shares") in accordance with the governing documents of DigiAsia (the "DigiAsia Preferred Shares Conversion"). All DigiAsia Preferred Shares converted into DigiAsia Ordinary Shares shall no longer be outstanding and shall cease to exist, and each holder of DigiAsia Preferred Shares shall thereafter cease to have any rights with respect to such securities.
Sponsor Shares. Immediately prior to the Effective Time, each issued and outstanding StoneBridge Class B ordinary share shall automatically convert into one StoneBridge Class A ordinary share in accordance with the governing documents of StoneBridge (the "Sponsor Share Conversion"). All StoneBridge Class B ordinary shares converted into StoneBridge Class A ordinary shares shall no longer be outstanding and shall cease to exist, and each holder of such StoneBridge Class B ordinary shares shall thereafter cease to have any rights with respect to such securities.
Ordinary Shares. At the Effective Time (and, for the avoidance of doubt, following the DigiAsia Preferred Shares Conversion and immediately following the Sponsor Share Conversion), by virtue of the Amalgamation and without any action on the part of any DigiAsia shareholder, subject to and in consideration of the terms and conditions set forth in the Business Combination Agreement, each DigiAsia Ordinary Share that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the applicable Per Share Amalgamation Consideration (as defined in the Business Combination Agreement). All such converted DigiAsia Ordinary Shares shall no longer be outstanding and shall cease to exist, and each holder of DigiAsia Ordinary Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration into which such DigiAsia Ordinary Shares shall have been converted into in the Amalgamation.
Stock Options. As of the Effective Time, there shall be no options to purchase
DigiAsia Ordinary Shares (a "DigiAsia Option") granted under any DigiAsia Share
Plan that is outstanding and unexercised. Prior to the Effective Time, DigiAsia
shall terminate the DigiAsia Share Plan. As of the Effective Time, all DigiAsia
Options shall no longer be outstanding and each holder of PubCo Options (as
defined below) shall cease to have any rights with respect to such DigiAsia
Options. To the extent that any DigiAsia Options remain outstanding and
unexercised immediately prior to the Effective Time, whether or not then vested
or exercisable, such options shall be assumed by the
Earnout Shares. At the closing of the Amalgamation (the "Closing") and
immediately prior to the Effective Time, individuals composing the
Representations and Warranties
The Business Combination Agreement contains customary representations and
warranties of the parties thereto with respect to, among other things, (a)
entity organization, good standing and qualification, (b) authorization to enter
into the Business Combination Agreement and to consummate the Transactions, (c)
compliance with governing documents, laws and permits and certain disclosed
contracts, (d) governmental consent, (e) capitalization, (f) financial
statements and internal controls, (g) undisclosed liabilities (h) litigation,
(i) intellectual property, (j) material contracts, (k) employee benefit and
labor matters, (l) taxes, (m) brokers' and finders' fees, (n) insurance, (o)
real and personal property, (p) environmental matters, (q) absence of changes,
(r) affiliate agreements, (s) registration statement, (t) business operation
during COVID-19, (u) absence of additional representations and warranties,
(v) shareholder support agreements, (w) outside reliance, (x) financial ability
and trust account, (y) SEC Reports and Sarbanes-Oxley Act, (z) Investment
Company Act, and (aa)
Covenants
The Business Combination Agreement includes customary covenants of the parties
with respect to the operation of their respective businesses prior to the
consummation of the Amalgamation and efforts to satisfy conditions to the
consummation of the Amalgamation. The Business Combination Agreement also
contains additional covenants of the parties, including, among others, covenants
providing for StoneBridge and DigiAsia to use reasonable best efforts to cause
the Registration Statement and the Proxy Statement to comply with the rules and
regulations promulgated by the
Transaction Financing
The Business Combination Agreement includes a covenant for StoneBridge to
obtain, to DigiAsia's satisfaction, transaction financing (the "Transaction
Financing"), in the form of a firm written commitment to provide equity,
convertible debt or equity-linked financing to
StoneBridge shall also obtain, to DigiAsia's satisfaction, a further equity line
of credit ("ELOC") in the amount of
DigiAsia Incentive Plan
StoneBridge has agreed to adopt, subject to shareholder approval, a 2023 omnibus incentive plan (the "Incentive Plan") to be effective as of the Closing and in a form mutually acceptable to StoneBridge and DigiAsia. The Incentive Plan shall provide for an aggregate number of PubCo Ordinary Shares equal to 5% of the fully diluted outstanding PubCo Ordinary Shares immediately after the Closing to be reserved for issuance pursuant to the Incentive Plan.
Non-Solicitation Restrictions; Exclusivity
Each of StoneBridge and DigiAsia has agreed that from the date of the Business Combination Agreement to the Effective Time or, if earlier, the valid termination of the Business Combination Agreement in accordance with its terms, it will not solicit, initiate, continue, or engage in any discussion or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to any Person concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any other business combination (a "Business Combination Proposal") other than among StoneBridge and DigiAsia, and their respective shareholders and their respective Affiliates and Representatives (as such terms are defined in the Business Combination Agreement). Each of StoneBridge and DigiAsia has also agreed it shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the execution of the Business Combination Agreement, or which is reasonably likely to give rise to or result in, a Business Combination Proposal other than among StoneBridge and DigiAsia (as such terms are defined in the Business Combination Agreement).
Conditions to Closing
The consummation of the Amalgamation is conditioned upon, among other things,
(i) the absence of any governmental order, statute, rule or regulation enjoining
or prohibiting the consummation of the Transactions, (ii) the completion of the
Offer (as defined in the Business Combination Agreement) in accordance with the
Business Combination Agreement, the StoneBridge organizational documents and the
Proxy Statement, (iii) StoneBridge having at least
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 2.1* Business Combination Agreement dated as ofJanuary 5, 2023 , by and amongStoneBridge Acquisition Corporation ,StoneBridge Acquisition Pte. Ltd. ,DigiAsia Bios Pte. Ltd. andPrashant Gokarn . 10.1 Sponsor Support Agreement dated as ofJanuary 5, 2023 , by and amongStoneBridge Acquisition Sponsor LLC andDigiAsia Bios Pte. Ltd. 10.2 DigiAsia Shareholder Support Agreement dated as ofJanuary 5, 2023 , by and amongStoneBridge Acquisition Corporation ,StoneBridge Acquisition Pte. Ltd. and certain shareholders ofDigiAsia Bios Pte. Ltd. 10.3 Form of Registration Rights Agreement (included in Exhibit H of Exhibit 2.1 hereto) 10.4 Form of DigiAsia Shareholder Lock-up Agreement (included in Exhibit G of Exhibit 2.1 hereto) 10.5 Form of Director Nomination Agreement (included in Exhibit F of Exhibit 2.1 hereto) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). StoneBridge agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the Securities
and
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