UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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) |
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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 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (“Malacca”), entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 26, 2022, with Indiev, Inc, a California corporation (“INDI”), Malacca Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Malacca (“Merger Sub”), Malacca Straits Management Company Limited, a British Virgin Islands company with limited liability, in its capacity as the purchaser representative (the “Sponsor”), and Mr. Hai Shi (“Mr. Shi”), in his capacity as the seller representative.
On June 8, 2023, pursuant to Section 7.1(a) of the Merger Agreement, Malacca, INDI, Merger Sub, the Sponsor and Mr. Shi entered into a Termination and Release Agreement (the “Termination Agreement”) to terminate the Merger Agreement (the “Termination”). The Termination Agreement also automatically terminates ancillary documents (the “Ancillary Documents”), including the Voting Agreement, Lock-Up Agreements, the Non-Solicitation and Non-Competition Agreement and the Registration Rights Agreement. Additionally, the Termination Agreement provides for a mutual release of claims among the parties and their affiliates.
As a result of the Termination, the Merger Agreement is of no further force and effect, with the exception of specified provisions in Sections 5.15 and 8.1 of the Merger Agreement, and all provisions of the Ancillary Documents, including provisions of any such Ancillary Document that by their terms would otherwise have survived the termination of such Ancillary Document, is of no further force and effect.
The foregoing descriptions of the Merger Agreement, the Termination Agreement and the Ancillary Documents do not purport to be complete and are qualified in their entirety by the terms and conditions of, respectively, (i) the Merger Agreement, a copy of which was previously filed as Exhibit 2.1 to Malacca’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 30, 2022, (ii) the Termination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and the terms of which are incorporated by reference herein and (iii) the Ancillary Documents, copies of which were previously included as Exhibits 10.1, 10.2, 10.3 and 10.4 to Malacca’s Current Report on Form 8-K filed with the SEC on September 30, 2022.
Item 1.02. Termination of Material Definitive Agreement.
The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 1.02.
Item 8.01. Other Events.
In view of the termination of the Merger Agreement with INDI and certain other parties, Malacca determined that, effective June 16, 2023, Malacca would (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Malacca (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of Malacca’s remaining shareholders and the directors, liquidate and dissolve, subject in the case of (b) and (c) above to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
After satisfying its liabilities for expenses and working capital loans, Malacca expects to redeem all of its outstanding Class A ordinary shares for an estimated redemption price of approximately $10.53 per share (the “Redemption Amount”) after the payment of taxes and dissolution expenses. On or about the close of business on June 16, 2023, the Class A ordinary shares will be deemed canceled and will represent only the right to receive the Redemption Amount. The Redemption Amount will be payable to the holders of Class A ordinary shares through the facilities of Continental Stock Transfer & Trust Company, Malacca’s transfer agent.
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Malacca expects that The Nasdaq Stock Market LLC will file a Form 25 with the SEC to delist its securities and to terminate the registration of its securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended. Malacca thereafter expects to file a Form 15 to terminate its reporting obligations.
On June 13, 2023, Malacca issued a press release announcing the termination of the Merger Agreement and its intent to liquidate on June 16, 2023. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Agreement and Plan of Merger, dated as of September 26, 2022, by and among Malacca Straits Acquisition Company Limited, Indiev, Inc, MLAC Merger Sub, Inc., Malacca Straits Management Company Limited, in the capacity as the Purchaser Representative thereunder, and Mr. Hai Shi, in the capacity as the Seller Representative thereunder. | |
| 99.1 | Press Release, dated June 13, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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/ Gordon Lo | ||
| Name: | Gordon Lo | ||
| Title: | Chief Executive Officer (Principal Executive Officer) | ||
| Dated: June 13, 2023 | |||
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Exhibit 10.1
Execution Version
TERMINATION AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE AGREEMENT, dated as of June 8, 2023 (this “Agreement”), is entered into by and among (i) Malacca Straits Acquisition Company Limited, a Cayman Islands exempted company (together with its successors, including after the Purchaser Domestication (“Purchaser”), (ii) MLAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Malacca Straits Management Company Limited, a British Virgin Islands business company with limited liability, in the capacity as the representative from and after the Effective Time for the shareholders of the Purchaser (other than the Earnout Participants and their respective successors and assignees) in accordance with the terms and conditions of the Merger Agreement (the “Purchaser Representative”), (iv) Indiev, Inc, a California corporation (together with its successors, including after the Company Domestication (as defined below), the “Company”), and (v) Mr. Hai Shi, in the capacity as the representative from and after the Effective Time for the Earnout Participants and their respective successors and assignees in accordance with the terms and conditions of the Merger Agreement (the “Seller Representative” and, together with the Purchaser Representative, the “Representative Parties”).
Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Merger Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, on September 26, 2022, Purchaser, the Company, Merger Sub and the Representative Parties entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, (i) the Purchaser would domesticate into the State of Delaware (the “Purchaser Domestication”), (ii) the Company would domesticate into the State of Delaware (the “Company Domestication”), (iii) the Company would merge with and into Merger Sub, with the Company continuing as the surviving entity; and (iv) each issued and outstanding security of the Company immediately prior to the Effective Time would no longer be outstanding and would automatically be cancelled, in exchange for the right of the holder thereof to receive securities of Purchaser, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of the Delaware Act and other applicable law;
WHEREAS, Section 7.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by mutual written consent of the Purchaser and the Company; and
WHEREAS, the Parties desire to terminate the Merger Agreement pursuant to Section 7.1(a) of the Merger Agreement and to be bound by the other provisions set forth hereinafter.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
TERMINATION AND RELEASE
1.1 Termination of Merger Agreement. Pursuant to Section 7.1(a) of the Merger Agreement, the Purchaser and the Company hereby mutually consent and agree to terminate the Merger Agreement in its entirety, including those provisions that by their terms would otherwise have survived the termination of the Merger Agreement, effective upon execution and delivery of this Agreement, except that Sections 5.15 and 8.1 of the Merger Agreement shall survive such termination and continue to apply.
1.2 Termination of Ancillary Documents. The Parties acknowledge and agree that each Ancillary Document, including the Voting Agreement; each Lock-Up Agreement, the Non-Solicitation and Non-Competition Agreement; and the Registration Rights Agreement, shall be automatically terminated, without further action on the part of the parties thereto, concurrent with the termination of the Merger Agreement pursuant hereto. The Parties further acknowledge and agree that the Ancillary Documents shall be of no further force or effect as of such time, including provisions of any such Ancillary Document that by their terms would otherwise have survived the termination of such Ancillary Document.
1.3 Mutual Release; Covenant Not to Sue.
(a) Notwithstanding anything in the Merger Agreement or any Ancillary Documents that may be deemed to the contrary, each Party, for and on behalf of itself and its Related Parties (as defined below), does hereby unequivocally, irrevocably, completely, finally and forever release and discharge, and hold harmless, to the fullest extent permitted by applicable laws, each other Party and any of their respective former, current or future officers, directors, agents, advisors, representatives, managers, members, partners, shareholders, employees, financing sources, Affiliates (including controlling persons and parent companies), officers, directors, members, managers and employees of Affiliates, principals, and any heirs, executors, administrators, successors or assigns of any said person or entity (“Related Parties”), from any and all past, present, direct, indirect, and derivative liabilities, actions, causes of action, cases, claims, suits, debts, dues, sums of money, attorney’s fees, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, harms, damages, judgments, remedies, executions, demands, liens and damages of whatever nature, in law, equity or otherwise, asserted or that could have been asserted, under federal or state statute, or common law, known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, whether or not concealed or hidden, from the beginning of time until the date of execution of this Agreement, that in any way arise from or out of, are based upon, or are in connection with or relate to (i) the Merger Agreement, the Ancillary Documents and the other agreements and documents contemplated hereby or thereby (collectively, the “Transaction Documents”), (ii) any breach, non-performance, action or failure to act under the Transaction Documents, and (iii) the proposed Transactions, including the events leading to the termination of the Merger Agreement or any Ancillary Document (collectively, the “Released Claims”); provided, however, that (x) no Party shall be released from any breach, non-performance, action or failure to act under this Agreement and (y) notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 5.15 (Confidential Information) and Section 8.1 (Waiver of Claims Against Trust) of the Merger Agreement shall continue to apply to the Company, Pubco, Merger Sub and each of the Sellers regardless of this Agreement and the releases contained herein.
(b) It is understood and agreed that, except as provided in the proviso to Section 1.3(a), Section 1.3(a) is a full and final release covering all known as well as unknown or unanticipated debts, claims or damages of the Parties and their Related Parties relating to or arising out of the Transaction Documents. Therefore, each of the Parties expressly waives any rights it may have under any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release, which if known by such Party must have affected such Party’s settlement with the other. In connection with such waiver and relinquishment, the Parties acknowledge that they or their attorneys or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the Released Claims, but that it is their intention hereby fully, finally and forever to settle and release all of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete mutual releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact.
(c) Except as provided in the proviso to Section 1.3(a), each Party, on behalf of itself and its Related Parties, hereby covenants to each other Party and their respective Related Parties not to, with respect to any Released Claim, directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such Party or its Related Parties or any third party of a suit, arbitration, mediation, or claim (including a third party or derivative claim) against any other Party and/or its Related Parties relating to any Released Claim. The covenants contained in this Section 1.3 shall survive this Agreement indefinitely regardless of any statute of limitations.
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ARTICLE II
MISCELLANEOUS
2.1 Representations and Warranties of the Parties. Each Party, on behalf of itself and its Related Parties, represents and warrants to the other Parties as follows:
(a) The execution, delivery and performance by such Party of this Agreement and the consummation by such Party of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary action on the part of such Party. This Agreement constitutes a valid and legally binding agreement of such Party, enforceable against such Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
(b) None of the execution, delivery or performance by such Party of this Agreement or the transactions contemplated hereby does or will (i) contravene or conflict with the organizational documents of such Party, (ii) contravene or conflict with or constitute a violation of any provision of any Law or Governmental Order binding upon or applicable to such Party or by which any of such Party’s assets is or may be bound), or (iii) constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or require a consent or waiver under, any of the terms, conditions or provisions of any contractual restriction binding on such Party or affecting such Party or any of its assets.
2.2 Notices. Any notice under this Agreement shall be sent in writing, and shall be deemed given in accordance with the provisions of Section 9.3 of the Merger Agreement (which provision of the Merger Agreement shall survive solely for purposes of this Section 2.2 and the proviso of the last sentence of Section 1.3(a) above).
2.3 Amendments; No Waivers; Remedies This Agreement cannot be amended, except by a written instrument signed by each Party, and cannot be terminated orally or by course of conduct. No provision hereof can be waived, except by a written instrument signed by the Party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given. Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach. Except as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated herein or that otherwise may be available.
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2.4 Severability. A determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid shall not affect the validity or enforceability of any other provision hereof. The Parties shall cooperate in good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid provision as is lawful.
2.5 Governing Law; Jurisdiction; Enforcement. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other Party hereto or its successors or assigns, shall be brought and determined exclusively in in any state or federal court located in the State of New York (or any appellate court thereof). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with the provisions of this Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
2.6 Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY ACTION OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. Each of the Parties to this Agreement acknowledges that it has been represented in connection with the signing of the foregoing waiver by independent legal counsel selected by it and that such Party has discussed the legal consequences and import of such waiver with legal counsel. Each of the parties to this Agreement further acknowledges that it has read and understands the meaning of such waiver and grants such waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.
2.7 No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party hereto without the prior written consent of the other Parties hereto and any attempt to do so shall be void, except for assignments and transfers by operation of any laws. Subject to the preceding sentence and Section 2.11 hereof, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.
2.8 Third-Party Beneficiaries. Each Party acknowledges and agrees that each Party’s Related Parties are express third-party beneficiaries of the releases of such Related Parties and covenants not to sue such Related Parties contained in Section 1.3 of this Agreement and the representations and warranties contained in Sections 2.1 and 2.2 of this Agreement and are entitled to enforce rights under such section to the same extent that such Related Parties could enforce such rights if they were a party to this Agreement. Except as provided in the preceding sentence, there are no third-party beneficiaries to this Agreement.
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2.9 Entire Agreement. This Agreement sets forth the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein. No provision of this Agreement may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any trade usage.
2.10 Interpretation. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (d) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement
2.11 Equitable Relief. Notwithstanding anything herein to the contrary, the Parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the requirement to post any bond or other security or to prove that money damages would be inadequate.
2.12 Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Agreement shall become effective upon delivery to each Party of an executed counterpart or the earlier delivery to each Party of original, photocopied, or electronically transmitted (including scanned .pdf image) signature pages that together (but need not individually) bear the signatures of all other Parties.
{The remainder of this page intentionally left blank; signature pages to follow}
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| Purchaser: | |||
| MALACCA STRAITS ACQUISITION COMPANY LIMITED | |||
| By: | /s/ Gordon Lo | ||
| Name: | Gordon Lo | ||
| Title: | Chief Executive Officer | ||
| Merger Sub: | |||
| MLAC MERGER SUB, INC. | |||
| By: | /s/ Gordon Lo | ||
| Name: | Gordon Lo | ||
| Title: | Chief Executive Officer | ||
| The Company: | |||
| INDIEV, Inc. | |||
| By: | /s/ Hai Shi | ||
| Name: | Hai Shi | ||
| Title: | CEO | ||
| The Purchaser Representative: | |||
| MALACCA STRAITS MANAGEMENT COMPANY LIMITED | |||
| By: | /s/ Ivan Wong | ||
| Name: | Ivan Wong | ||
| Title: | Director | ||
| The Seller Representative: | |||
| /s/ Hai Shi | |||
| Name: | Mr. Hai Shi | ||
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Exhibit 99.1
Malacca Straits Acquisition Company Limited Announces Termination of Merger Agreement with Indiev, Inc and its Intention to Liquidate
New York, NY, June 13 2023 (GLOBE NEWSWIRE) – Malacca Straits Acquisition Company Limited (“Malacca”) (Nasdaq: MLAC) announced, announced today that (i) Malacca, Indiev, Inc and certain other parties have mutually agreed to terminate their previously announced Agreement and Plan of Merger (the “Merger Agreement”), effective as of June 8, 2023 and (ii) it intends to liquidate as soon as practicable on June 16, 2023 and to return funds to holders of its Class A ordinary shares.
The Merger Agreement was dated as of September 26, 2022. The parties have signed an agreement terminating the Merger Agreement on mutually acceptable terms, which also makes void the ancillary documents.
In view of the termination of the Merger Agreement with INDI and certain other parties, on June 8, 2023, Malacca Straits Management Company Limited, the sponsor of Malacca, advised Malacca that it did not intend to make additional contribution to Malacca’s trust account and Malacca determined (i) not further extend the deadline date in which Malacca is required to consummate a business combination beyond June 17, 2023 and (ii) liquidate on such date or as soon as practicable.
After satisfying its liabilities for expenses and working capital loans, Malacca expects to redeem all of its outstanding Class A ordinary shares for an estimated redemption price of approximately $10.53 per share (the “Redemption Amount”) after the payment of taxes and dissolution expenses. On or about the close of business on June 16, 2023, the Class A ordinary shares will be deemed canceled and will represent only the right to receive the Redemption Amount. The Redemption Amount will be payable to the holders of Class A ordinary shares through the facilities of Continental Stock Transfer & Trust Company, Malacca’s transfer agent.
Malacca expects that The Nasdaq Stock Market LLC will file a Form 25 with the Securities and Exchange Commission to delist its securities and to terminate the registration of its securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended. Malacca thereafter expects to file a Form 15 to terminate its reporting obligations.
About Malacca Straits Acquisition Company Limited
The Company 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. The Company consummated its initial public offering on July 17, 2020. Its units, Class A ordinary shares and public warrants are each traded on the Nasdaq Capital Market under the symbols “MLACU”, “MLAC” and “MLACW,” respectively.
FORWARD-LOOKING STATEMENTS
The press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, the Company’s ability to regain compliance with the Public Float Standard, its intention to submit a plan to Nasdaq and its plans to evaluate available options to regain compliance with the Public Float Standard. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties. A more complete discussion of the risks and uncertainties facing the Company is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the Securities and Exchange Commission. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contact
Gordon Lo
Chief Executive Officer
+852 21060888