September 28, 2022
- Malacca Straits Acquisition Company (MLAC) to merge with Indiev, Inc (private).
- Estimated pro forma equity value of ~$700 million.
- Indiev shareholders will receive $600 million of equity consideration (subject to adjustments).
- 20 million earnout shares to Indiev shareholders, 15 million after certain performance milestones, 5 million @ $12.50/share.
- Mr. Hai Shi, Founder and Chief Executive Officer of INDIEV has signed a subscription agreement to purchase $15 million of shares in Malacca at a price of $10.00 per share.
- Deferred Underwriting fee reduced by 30% with remainder split 30% cash & 40% in shares.
- A Special meeting was held on October 12, 2022 to extend the liquidation date to July 17, 2023 from October 17, 2022.
- The business combination transaction is targeted to close in the first quarter of 2023.
- SPAC Details:
- Unit Structure: 1 Class A ordinary share + 0.5 redeemable Warrant
- #Cash in Trust: $48,152,886 million (102.3% of Public Issue)
- Public Shares outstanding: 4,705,551 shares
- Private Shares Outstanding: 3,593,750 shares
- Reported Trust Value/ Share: $10.23
- Liquidation Date: January 17, 2022
- Outside Liquidation Date: October 17, 2022 (As on the date of announcement, MLAC was seeking extension to July 17, 2023; Succeeded on 10/17/2022 and 517,354 shares remain post redemption)
- Name of Target: Indiev Inc
- Description of Target: INDIEV is the future of smart mobility. Created in Los Angeles, California in 2017, INDIEV specializes in the design of the next generation of electric vehicles. The company’s first model, INDI One, is a smart electric car with the sector’s first Vehicle Integrated Computer (VIC), an incredibly powerful personal computer, gives users access to the same entertainment, productivity, and even Web3.0 access their home computing systems give them. By bringing the Internet of Things to personal vehicles, INDIEV want to help consumers broadcast their most authentic, individual self to the world around them, while providing an aesthetic, high-performance ride.
- Announced Date: September 26, 2022
- Expected Close: “First Quarter of 2023”
- Press Release: https://www.sec.gov/Archives/edgar/data/1807594/000121390022058919/ea166329ex99-1_malacca.htm
- Transaction Terms (N/A):
- *Equity Value: $700 million
- Target Shareholders Receive:
- $600 million of Equity consideration subject to the following adjustments at the time of closing:
- Net Consolidated Indebtedness of Target & its subsidiaries
- Unpaid transaction expenses & transaction bonuses of Target & its subsidiaries
- Increased by the amount by which SPAC’s transaction expenses exceed $5 million
- $600 million of Equity consideration subject to the following adjustments at the time of closing:
- Earnout shares: 20 million shares of SPAC Common Stock (approximately $200 million at current prices)
| No. of Earnout shares | Earnout Period | Earnout Performance Milestone | |
| 5,000,000 | 12 months starting from first calendar quarter after closing | Electric Vehicle Sales Target | 400 or more at average price (pre-tax) of $55000 |
| 10,000,000 | 12 months starting from first Sales earnout year | Electric Vehicle Sales Target | 2000 or more at average price (pre-tax) of $55000 |
| 5,000,000 | 150 days after the Closing until December 31, 2024 | Volume Weighted Average Price | $12.50 or above |
- PIPE / Financing:
- $15 million Common Stock PIPE at $10/Share (PIPE Investor: Mr. Hai Shi)
- Redemption Protections:
- None
- Support Agreement:
- Standard voting support
- Waiver of adjustments related to conversion ratio & other anti-dilution protections (or similar protections) w.r.t SPAC Class B ordinary shares
- Election of certain options w.r.t the satisfaction of Excess Purchaser Expenses (including by increasing the Merger Consideration) as per the terms of the Merger Agreement
- Lock-up:
- SPAC Insiders: 365 days after closing
- Early Release: If equal or above $12 per share after 180 days post-closing
- Key Target shareholders: 365 days after closing
- Early Release: If equal or above $12 per share after 180 days post-closing
- SPAC Insiders: 365 days after closing
- Closing Conditions:
- Termination date: October 17, 2022 (automatically extendable to April 17, 2023 in the event SPAC obtains an extension of the deadline)
- Domestication by SPAC (from Cayman Islands to Delaware)
- SPAC should not be determined as an “investment company” from SEC or a Competent Court
- Mr. Hai Shi (& his affiliates) should execute additional Subscription Agreements to provide that all outstanding Shi Company Loans should be converted into PIPE shares immediately before Closing
- At closing, any outstanding Shi Spouse Loans should either (a) or (b)
| Convert from demand loan to term loans having maturity of not less than 3 years after the closing (or otherwise on T&C reasonably acceptable to SPAC) | Convert into, exchange for, or satisfied by the issuance of PIPE shares in connection with the Closing under the same terms as Mr. Hai Shi’s Subscription Agreement |
- Conversion by Target into a Delaware corporation
- Evidence of termination of any outstanding securities of Target or its subsidiaries that are convertible into equity securities
- No minimum cash condition
- Other customary closing conditions
- Termination:
- Standard termination clauses
- Advisors:
- Target Legal Advisors: Sheppard Mullin Richter & Hampton, LLP
- SPAC Legal Advisors: Ellenoff Grossman & Schole LLP
- SPAC Foreign Counsel: Maples Group
- Financials (N/A):
- No historical or projected financials provided
- Comparables (N/A):
- No Valuations Provided
- Company Incentive Plan:
- 10% shares of common stock outstanding post-closing after giving effect to the Closing Redemption
- Amendment to Underwriting Agreement:
- SPAC decreased the deferred underwriting fee payable from $5,031,250 in cash to a total of $1,500,000 in cash and 200,000 shares of SPAC Common Stock (Representative Shares)
*Denotes estimated figures by CPC
#Reported as on June 30, 2022