* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page
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CUSIP No.
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G4809J106
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13D
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Page
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2 |
of
|
8
|
Pages
|
1
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NAMES OF REPORTING PERSONS:
Oman International Development & Investment Co. SAOG
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS:
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Sultanate of Oman |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
6,944,538*
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
6,944,538*
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,944,538*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14.3%**
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14
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TYPE OF REPORTING PERSON:
CO
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CUSIP No.
|
G4809J106
|
13D
|
Page
|
3 |
of
|
8
|
Pages
|
CUSIP No.
|
G4809J106
|
13D
|
Page
|
4 |
of
|
8
|
Pages
|
(a) |
– (b) As of March 23, 2020, the Reporting Person had sole voting and dispositive power over 6,944,538
Common Shares, representing 14.3% of the outstanding Common Shares. Pursuant to the Business Combination Agreement, 218,372 of the Common Shares are held in escrow and subject to forfeiture until the business combination purchase price
is finalized following the closing of the business combination (the “Escrow Shares”) and 4,629,692 of the Common Shares, including Escrow Shares,
are subject to restriction in transfer under the Lock-Up Agreement. The directors of the Reporting Person are listed on Annex A hereto.
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(c) |
Except as otherwise disclosed in Item 3 and Item 6 of this Schedule 13D, which is incorporated herein by reference, the Reporting Person has not effected any
transactions in the Common Shares during the past sixty days. To the knowledge of the Reporting Person, none of the directors and officers of the Reporting Person listed in Annex A to this Schedule 13D effected any transactions in the
Common Shares during the past sixty days.
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(d) |
Other than the Reporting Person, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Reporting Person’ securities.
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(e) |
Not Applicable.
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CUSIP No.
|
G4809J106
|
13D
|
Page
|
5 |
of
|
8
|
Pages
|
Exhibit No.
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Description
|
|
1
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Business Combination Agreement, dated as of October 10, 2019, by and among Tiberius Acquisition Corporation, Lagniappe Ventures LLC in the
capacity as the Purchaser Representative thereunder, International General Insurance Holdings Ltd. and Wasef Jabsheh in the capacity as the Seller Representative thereunder, and Pubco and Merger Sub pursuant to a joinder thereto.
(Incorporated herein by reference from Exhibit 2.1 to Tiberius’ current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019).
|
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2
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Share Exchange Agreement, dated as of October 10, 2019, by and among International General Insurance Holdings Ltd., Tiberius, Oman International
Development & Investment Company SAOG as a Seller thereunder, Wasef Jabsheh in the capacity as the Seller Representative thereunder, and Pubco pursuant to a joinder thereto. (Incorporated herein by reference from Exhibit 10.4 of
Tiberius’ current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019).
|
|
3
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Lock-Up Agreement, dated as of October 10, 2019, by and among Lagniappe Ventures LLC in the capacity as the Purchaser Representative, Oman
International Development & Investment Company SAOG and, pursuant to a joinder thereto, Pubco. (Lock-Up Agreement, dated as of October 10, 2019, by and among Lagniappe Ventures LLC in the capacity as the Purchaser Representative, Oman
International Development & Investment Company SAOG and, pursuant to a joinder thereto, Pubco (Incorporated herein by reference from Exhibit 10.8 of Tiberius’ current report on Form 8-K (File No. 001-38422), filed with the SEC on
October 17, 2019).
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CUSIP No.
|
G4809J106
|
13D
|
Page
|
6 |
of
|
8
|
Pages
|
OMAN INTERNATIONAL DEVELOPMENT & INVESTMENT CO. SAOG
|
||
By:
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/s/ Shahid Rasool
|
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Name: Shahid Rasool
|
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Title: Deputy Chief Executive Officer
|
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By:
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/s/ Sanjay Kawatra
|
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Name: Sanjay Kawatra
|
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Title: Chief Operating Officer
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Name
|
Principal Occupation or Employment
|
Business Address
|
Citizenship
|
|||
Khalid Muhammad AlZubair AlZubair
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Chairman of Ominvest
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(1)
|
Oman
|
|||
Khalid Abdullah Ali Al Khalili
|
Deputy Chairman of Ominvest
|
(1)
|
Oman
|
|||
Taya Jandal Ali
|
Director of Ominvest
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(1)
|
Oman
|
|||
Jamal Shamis Saoud Al Hooti
|
Director of Ominvest
|
(1)
|
Oman
|
|||
Ceruseri Srinivasan Badrinath
|
Director of Ominvest
|
(1)
|
India
|
|||
Anwar Hilal Hamdoon Al Jabri
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Director of Ominvest
|
(1)
|
Oman
|
|||
Abdulaziz Khalifa Al Saadi
|
Director of Ominvest
|
(1)
|
Oman
|
|||
Jamal Said Mohamed Al Tai
|
Director of Ominvest
|
(1)
|
Oman
|
|||
Al Wadhah Sulaiman Mohamed Al Adawi
|
Director of Ominvest
|
(1)
|
Oman
|
|||
Khaula Hamood Abdullah Al Harthi
|
Director of Ominvest
|
(1)
|
Oman
|
Name
|
Principal Occupation or Employment
|
Business Address
|
Citizenship
|
|||
Abdulaziz Mohammed Al Balushi
|
Group Chief Executive Officer of Ominvest
|
(1)
|
Oman
|
|||
Shahid Rasool
|
Deputy Chief Executive Officer of Ominvest
|
(1)
|
Pakistan
|
|||
Sanjay Kawatra
|
Chief Operating Officer of Ominvest
|
(1)
|
India
|
|||
Neelmani Bhardwaj
|
Business Executive Officer of Ominvest
|
(1)
|
India
|
|||
Hamid Sloum Al Harthi
|
Chief Human Resources Officer of Ominvest
|
(1)
|
Oman
|
|||
Shadi Zghoul
|
Group Company Secretary of Ominvest
|
(1)
|
Jordan
|
|||
Muneer Mohammed Al Mughairy
|
Chief Audit Executiveof Ominvest
|
(1)
|
Oman
|
(1) |
Madinat Al Erfaan, Muscat Hills, Block No 9993, Building No. 95, Seventh Floor. Sultanate of Oman
|
Exhibit No.
|
Description
|
|
1
|
Business Combination Agreement, dated as of October 10, 2019, by and among Tiberius Acquisition Corporation, Lagniappe Ventures LLC in the
capacity as the Purchaser Representative thereunder, International General Insurance Holdings Ltd. and Wasef Jabsheh in the capacity as the Seller Representative thereunder, and Pubco and Merger Sub pursuant to a joinder thereto.
(Incorporated herein by reference from Exhibit 2.1 to Tiberius’ current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019).
|
|
2
|
Share Exchange Agreement, dated as of October 10, 2019, by and among International General Insurance Holdings Ltd., Tiberius, Oman International
Development & Investment Company SAOG as a Seller thereunder, Wasef Jabsheh in the capacity as the Seller Representative thereunder, and Pubco pursuant to a joinder thereto. (Incorporated herein by reference from Exhibit 10.4 of
Tiberius’ current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019).
|
|
3
|
Lock-Up Agreement, dated as of October 10, 2019, by and among Lagniappe Ventures LLC in the capacity as the Purchaser Representative, Oman
International Development & Investment Company SAOG and, pursuant to a joinder thereto, Pubco. (Lock-Up Agreement, dated as of October 10, 2019, by and among Lagniappe Ventures LLC in the capacity as the Purchaser Representative, Oman
International Development & Investment Company SAOG and, pursuant to a joinder thereto, Pubco (Incorporated herein by reference from Exhibit 10.8 of Tiberius’ current report on Form 8-K (File No. 001-38422), filed with the SEC on
October 17, 2019).
|