Item 1.01 Entry into a Material Definitive Agreement.
On
Acquisition Merger
Subject to the satisfaction of the terms and conditions set forth in the
Agreement, upon the closing of the transactions contemplated in the Agreement,
ACBA will merge with and into
Acquisition Merger Consideration
Upon the Acquisition Merger becoming effective, the Purchaser shall pay an
aggregate consideration of
No person who has validly exercised and not effectively withdrawn or lost their appraisal rights in relation to the Acquisition Merger pursuant to Section 179 of the Companies Act shall be entitled to receive a pro rata portion of Merger Consideration Shares with respect to any shares ("Dissenting Shares") owned by such shareholder ("Dissenting Shareholder") unless and until such Dissenting Shareholder shall have effectively withdrawn or lost their appraisal rights under the BVI Law. Each Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in the BVI Law with respect to the Dissenting Shares owned by such Dissenting Shareholder.
At the closing of the business combination, the former Parent's security holders will receive the consideration described in "Reincorporation Merger" below.
Furthermore, the parties agreed that immediately following the closing the Acquisition Merger, Purchaser's board of directors will consist of at least five directors, all of whom shall be designated by the Company and a majority of whom shall qualify as independent directors under Nasdaq rules.
1 Reincorporation Merger
At the Reincorporation Effective Time, every one Parent Ordinary Share issued and outstanding immediately prior to the Reincorporation Effective Time shall be converted automatically into one Purchaser Ordinary Share. At the Reincorporation Effective Time, all Parent Ordinary Shares shall cease to be outstanding and shall automatically be converted or canceled (as the case may be) and shall cease to exist. Any holders of certificates previously evidencing Parent Ordinary Shares outstanding immediately prior to the Reincorporation Effective Time shall be entitled, on request, to a certificate representing the same number of Purchaser Ordinary Shares (other than the Parent Excluded Shares and Appraisal Shares). In connection with the Reincorporation Merger, all outstanding Parent's units will separate into their individual components of ordinary shares ("Parent Ordinary Shares") and warrants ("Parent Warrants") and will cease separate existence and trading. Upon the consummation of the business combination, the current equity holdings of Parent's shareholders shall be exchanged as follows:
(i) Each Parent Ordinary Share, issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than any redeemed shares and Dissenting Shares), will automatically be cancelled and cease to exist and for each Parent Ordinary Share, Purchaser shall issue to each Parent shareholder (other than the Dissenting Shareholders and Parent shareholders who exercise their redemption rights in connection with the Business Combination) one validly issued share of Purchaser Ordinary Share;
(ii) Each share held by a dissenting shareholder (who has not effectively withdrawn its right to such dissent) will be cancelled in exchange for the right to receive payment resulting from the procedure in Section 179 of the BVI BC Act and such dissenting shareholders will not be entitled to receive any shares of the Purchaser Ordinary Shares to be issued in connection with the Reincorporation Merger;
(iii) Each Parent Warrant issued and outstanding immediately prior to effective time of the Reincorporation Merger will convert into a warrant of Purchaser ("Purchaser Warrant") to purchase one whole share of Purchaser Common Stock (or equivalent portion thereof). The Purchaser Warrants will have substantially the same terms and conditions as set forth in the Parent Warrants; and
Additionally, no person who has validly exercised and not effectively withdrawn or lost their appraisal rights in relation to the Reincorporation Merger pursuant to Section 179 of the Companies Act shall be entitled to receive a pro rata portion of Purchaser Ordinary Shares with respect to any Parent Ordinary Shares ("Parent Dissenting Shares") owned by such shareholder ("Parent Dissenting Shareholder") unless and until such Parent Dissenting Shareholder shall have effectively withdrawn or lost their appraisal rights under the BVI Law. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in the BVI Law with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder.
Item 7.01 Regulation FD Disclosure.
Press Release
On
The press release shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in the filing.
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Cautionary Statement Concerning Forward-Looking Statements
Certain of the matters discussed in this communication constitute
forward-looking statements within the meaning of the Securities Act of 1933 and
the Securities Exchange Act of 1934, both as amended by the Private Securities
Litigation Reform Act of 1995. The forward-looking statements include, among
other things, statements regarding the intent, belief or expectations of the
Company and can be identified by the use of words such as "may," "will,"
"should," "would," "will be," "will continue," "will likely result," "believe,"
"project," "expect," "anticipate," "intend," "estimate" and other comparable
terms. Such forward-looking statements with respect to financial performance,
strategies, prospects and other aspects of the businesses of Purchaser, the
Company or the combined company after completion of the business combination are
based on current expectations that are subject to risks and uncertainties. A
number of factors could cause actual results or outcomes to differ materially
from those expressed or implied by such forward-looking statements. These
factors include, but are not limited to: (1) the occurrence of any event, change
or other circumstances that could give rise to the termination of negotiations
and any subsequent definitive agreements with respect to the business
combination; (2) the possibility that the terms and conditions set forth in any
definitive agreements with respect to the business combination may differ
materially from the expected terms on which this information is based; (3) the
outcome of any legal proceedings that may be instituted against Purchaser, the
combined company or others following the announcement of the business
combination and any definitive agreements with respect thereto; (4) the
inability to complete the business combination due to the failure to obtain
approval of the shareholders of Purchaser, to obtain financing to complete the
business combination or to satisfy conditions to closing in the definitive
agreements with respect to the business combination; (5) changes to the proposed
structure of the business combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the business combination; (6) the ability to comply with
NASDAQ listing standards following the consummation of the business combination;
(7) the risk that the business combination disrupts current plans and operations
of the Company as a result of the announcement and consummation of the business
combination; (8) the ability to recognize the anticipated benefits of the
business combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably,
maintain relationships with suppliers, obtain adequate supply of products and
retain its management and key employees; (9) costs related to the business
combination; (10) changes in applicable laws or regulations; (11) the
possibility that Purchaser, the Company or the combined company may be adversely
affected by other economic, business, and/or competitive factors; (12) the
inability to achieve estimates of expenses and profitability; (13) the impact of
foreign currency exchange rates and interest rate fluctuations on results; and
(14) other risks and uncertainties indicated from time to time in the final
prospectus of Purchaser, including those under "Risk Factors" therein, and other
documents filed (or furnished) or to be filed (or furnished) with the
Additional Information and Where to Find It:
In connection with the proposed business combination, Purchaser intends to file
with the
Purchaser shareholders and other interested persons are advised to read, when available, the preliminary proxy statement and any amendments thereto, and the definitive proxy statement in connection with Purchaser's solicitation of proxies for the special meeting to be held to approve the proposed transaction, because these materials will contain important information about Purchaser, the Company and the Transactions. The definitive proxy statement will be mailed or emailed to Purchaser shareholders as of a record date to be established for voting on the business combination when it becomes available.
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WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED BY PURCHASER IN CONNECTION WITH THE PROPOSED TRANSACTIONS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PURCHASER, THE COMPANY AND THE PROPOSED TRANSACTIONS. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY.
Shareholders will also be able to obtain a copy of the preliminary proxy
statement and definitive proxy statement once they are available, without
charge, at the
Participants in the Proxy Solicitation:
Purchaser, the Company and their respective directors and officers and
representatives or affiliates may be deemed participants in the solicitation of
proxies of Purchaser shareholders in connection with the Transaction. Purchaser
shareholders and other interested persons may obtain, without charge, more
detailed information regarding the directors and officers of Purchaser in the
final prospectus of Purchaser, which was filed with the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are furnished herewith:
Exhibit No. Description
2.1* Business Combination Agreement, datedDecember 23, 2022 99.1 Press Release, datedDecember 23, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant hereby undertakes to furnish supplemental copies
of any of the omitted schedules or exhibits upon request by the
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