DigiAsia Corp.(FAAS) - 2024 Q4 - Annual Report

Explanatory Note This section details the April 2, 2024 business combination of StoneBridge and DigiAsia, forming New DigiAsia and listing on Nasdaq - On April 2, 2024, DigiAsia Corp. (formerly StoneBridge Acquisition Corporation) completed its business combination with DigiAsia Bios Pte. Ltd.[8] - As a result of the combination, DigiAsia became a wholly-owned subsidiary of New DigiAsia[12] - The company's Ordinary Shares and Warrants commenced trading on the Nasdaq Capital Markets on April 3, 2024, under the symbols "FAAS" and "FAASW," respectively[12] - Certain members of DigiAsia's management are entitled to up to 5,000,001 Earnout Shares based on the terms of the Business Combination Agreement[11] Cautionary Note Regarding Forward-Looking Statements This section warns that forward-looking statements carry significant risks and uncertainties, and the company does not commit to updating them - The report includes forward-looking statements concerning the business combination, results of operations, financial condition, growth, and strategies[15] - Key risks that could cause actual results to differ include the ability to maintain Nasdaq listing, price volatility of securities, ability to implement business plans, competition in the fintech industry, and technological changes[17] - The company cautions readers not to place undue reliance on these statements and, except as required by law, does not plan to publicly revise them[18] PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS This item identifies the key personnel and advisors for New DigiAsia, incorporating information on directors, senior management, legal counsels, and the auditor by reference Directors and Senior Management Information regarding the directors and executive officers of New DigiAsia is incorporated by reference, with their business address provided - The business address for all directors and executive officers of New DigiAsia is One Raffles Place 28-02, Singapore 048616[21] Advisers The company's legal advisors are identified, including counsel for DigiAsia and New DigiAsia post-combination - Legal counsel for New DigiAsia includes Winston & Strawn LLP for U.S. Federal law and Conyers Dill & Pearman LLP for Cayman Islands law[22] Auditors Following the business combination, New DigiAsia retained BDO India LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2023 - BDO India LLP was retained as New DigiAsia's independent registered public accounting firm for the year ending December 31, 2023[23] ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE This item is not applicable to this Shell Company Report ITEM 3. KEY INFORMATION This item provides key financial data and risk factor information, including unaudited pro forma combined capitalization and incorporated risk factors Capitalization and Indebtedness This section presents the unaudited pro forma combined capitalization of New DigiAsia as of September 30, 2023, totaling approximately $23.1 million Unaudited Pro Forma Combined Capitalization (as of September 30, 2023) | Metric | Amount (US$) | | :--- | :--- | | Cash and cash equivalents | $ 1,235,842 | | Equity | $ 12,842,875 | | Total debt | $ 10,207,831 | | Total capitalization | $ 23,050,706 | Risk Factors The risk factors associated with New DigiAsia are incorporated by reference from the Proxy Statement/Prospectus - A description of risk factors is incorporated by reference from the Proxy Statement/Prospectus[26] ITEM 4. INFORMATION ON THE COMPANY This item covers the company's history, business overview, organizational structure, and properties, clarifying New DigiAsia's post-merger status and operations through DigiAsia History and Development of the Company DigiAsia Corp. was incorporated in the Cayman Islands on February 2, 2021, as StoneBridge Acquisition Corporation, operating as a "foreign private issuer" - The company was incorporated in the Cayman Islands on February 2, 2021, as StoneBridge Acquisition Corporation[27] - The company is a "foreign private issuer" and is exempt from certain SEC rules, such as proxy statement regulations and Section 16 "short-swing" profit recovery provisions[28] Business Overview Post-business combination, all company operations are conducted through DigiAsia and its subsidiaries, with detailed business information incorporated by reference - Following the business combination, all of the company's business is conducted through DigiAsia and its subsidiaries[30] Organizational Structure Upon the closing of the business combination, DigiAsia became a wholly-owned subsidiary of New DigiAsia, with the detailed organizational chart incorporated by reference - DigiAsia is a wholly owned subsidiary of New DigiAsia[31] Property, Plants and Equipment The company's property, plants, and equipment are held through its subsidiary, DigiAsia, with specific information incorporated by reference - Information regarding property, plants, and equipment is held through DigiAsia and is incorporated by reference[32] ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The discussion and analysis of the financial condition and results of operations are conducted through DigiAsia and its subsidiaries, incorporated by reference ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES This item addresses the company's management, compensation, board practices, and employees, with all detailed information incorporated by reference ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS This section details the beneficial ownership of the company's shares post-combination, identifying major shareholders and incorporating related party transaction information by reference Major Shareholders This section details the beneficial ownership of Ordinary Shares as of April 5, 2024, listing major shareholders and the collective holdings of directors and executive officers - Beneficial ownership is calculated based on 60,691,837 Ordinary Shares outstanding as of April 5, 2024[42] Major Shareholders (5% or more) | Shareholder | % of Ordinary Shares | | :--- | :--- | | Interchange Payment Group Holding Ltd. | 16.8% | | Mastercard Asia Pacific Pte. Ltd. | 8.8% | | StoneBridge Acquisition Sponsor LLC and BP SPAC Sponsor LLC | 7.8% | | Grand Mavericks Limited | 7.4% | | Pay Square Capital Pte. Ltd | 5.3% | | Rajnish Gopinath | 5.2% | Beneficial Ownership by Key Directors and Officers | Director / Officer | % of Ordinary Shares | | :--- | :--- | | Alexander Rusli | 12.8% | | Prashant Gokarn | 11.6% | | Bhargav Marepally | 7.8% | | Prabhu Antony | 7.8% | | All directors and executive officers as a group (8 individuals) | 41.5% | Related Party Transactions Information regarding related party transactions for both DigiAsia and New DigiAsia is incorporated by reference from the Proxy Statement/Prospectus - Details on related party transactions are incorporated by reference[46] ITEM 8. FINANCIAL INFORMATION This item refers to the company's financial statements in Item 18, incorporates legal proceedings and dividend policy by reference, and reports no significant changes - The company reports no significant changes have occurred since the date of the financial statements included in the report[48] ITEM 9. THE OFFER AND LISTING This section confirms the listing of the company's Ordinary Shares and Warrants on the Nasdaq Capital Markets and notes the risk of delisting if requirements are not met - Ordinary Shares and Warrants are listed on the Nasdaq Capital Markets under the symbols "FAAS" and "FAASW," respectively[48][50] - Information regarding lock-up restrictions for shares held by employees and service providers is incorporated by reference from the Proxy Statement/Prospectus[49] ITEM 10. ADDITIONAL INFORMATION This item provides details on the company's share capital, corporate governance documents, and other regulatory matters, including authorized and outstanding shares and warrants Share Capital New DigiAsia is authorized to issue 200 million Ordinary Shares and 1 million preference shares, with specific outstanding amounts for shares and warrants Share Capital Structure | Security | Authorized / Outstanding | | :--- | :--- | | Authorized Ordinary Shares | 200,000,000 | | Authorized Preference Shares | 1,000,000 | | Outstanding Ordinary Shares | 10,691,837 | | Outstanding Public Warrants | 9,999,980 | | Outstanding Private Warrants | 8,000,010 | Exchange Controls The company states that the Cayman Islands have no governmental laws or regulations affecting capital import/export or dividend remittances to non-resident shareholders - There are no exchange controls in the Cayman Islands that restrict the movement of capital or payments to non-resident shareholders[56] ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information regarding the company's quantitative and qualitative disclosures about market risk is incorporated by reference from the Proxy Statement/Prospectus ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES This section pertains to the company's public and private placement warrants, with detailed information incorporated by reference from the Proxy Statement/Prospectus PART II PART II This part of the report is not applicable PART III ITEM 17. FINANCIAL STATEMENTS This item directs the reader to Item 18 for financial statements ITEM 18. FINANCIAL STATEMENTS This section incorporates the company's audited and unaudited financial statements by reference from the Form F-4 filing, including pro forma financial information as Exhibit 15.1 - DigiAsia's audited consolidated financial statements for the years ended Dec 31, 2022, and 2021 are incorporated by reference from Form F-4[67] - StoneBridge Acquisition Corporation's audited financial statements as of Dec 31, 2022 and 2021 are incorporated by reference from Form F-4[68] - Unaudited pro forma condensed combined financial statements of New DigiAsia are attached as Exhibit 15.1 to this report[69] ITEM 19. EXHIBITS This item lists the exhibits filed with the Form 20-F, including corporate governance documents, the Business Combination Agreement, and financial information - Exhibit 1.1 is the Second Amended and Restated Memorandum and Articles of Association of the Company[70] - Exhibits 4.1 through 4.4 consist of the Business Combination Agreement and its three subsequent amendments[70][71] - Exhibit 15.1 contains the Unaudited Pro Forma Condensed Combined Financial Information of the Company[73]