IPO and Financing - The company completed its initial public offering on March 25, 2021, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[18]. - The company sold an additional 6 million private placement warrants at $1.00 per warrant, generating gross proceeds of $6 million, with each warrant exercisable at $11.50 per share[19]. - The total amount for Transaction Financing is set at $150,000,000, which involves equity financing commitments[37]. - ASIG and Magnum Opus agreed to raise $150 million through equity securities to finance the transaction within 90 days after the ASIG Business Combination Agreement[55]. - The Minimum Available SPAC Cash Amount required for the transaction is $150,000,000, which must be available in the Trust Account after deducting shareholder redemption rights[71]. - The company has a 45-day option for underwriters to purchase up to 3 million additional units to cover over-allotments, which expired in May 2021[20]. Business Combination - The company has proposed a business combination with Asia Innovations Group Limited (ASIG), which has been unanimously approved by the board of directors[31]. - The ASIG Business Combination will involve the conversion of outstanding convertible notes into Company Pre-Subdivision Ordinary Shares prior to the effective time of the merger[32]. - The ASIG Business Combination Agreement stipulates that if not consummated by September 30, 2023, it may be terminated by either party[39]. - The ASIG Business Combination must be consummated by February 1, 2023, with provisions for an extension if necessary[59]. - The completion of the ASIG Business Combination is subject to receiving required approvals from both ASIG and Magnum Opus shareholders[70]. - The ASIG Business Combination Agreement includes a covenant preventing both parties from soliciting alternative transactions[67]. - Major SPAC Shareholders are required to vote in favor of the ASIG Business Combination and against any alternative transaction proposals[76]. Shareholder Rights and Redemption - Magnum Opus shareholders will have the opportunity to redeem their public shares during a meeting following the SEC's declaration of the ASIG Business Combination Proxy[56]. - The company has not completed a business combination by the extended deadline, which may lead to the redemption of public shares[19]. - Approximately $137,142,200.05 was released from the trust account during the Extension Redemption, equating to about $10.23 per Class A ordinary share[91]. - Following the Extension Redemption, 6,595,117 Class A ordinary shares remain outstanding[91]. Corporate Governance and Internal Controls - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds[24]. - The company has three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee[412]. - The audit committee is responsible for overseeing the integrity of financial statements and compliance with legal requirements[412]. - Johnny Liu serves as the chairman of the audit committee and qualifies as an "audit committee financial expert" under SEC rules[412]. - The company has a strong focus on enhancing internal controls and communication regarding complex financial instruments[398]. - A material weakness in internal control over financial reporting was identified, leading to the restatement of financial statements as of March 25, 2021[398]. - Remediation measures for the identified material weakness were completed by December 31, 2022, although future weaknesses cannot be ruled out[398]. - The company recognizes the importance of its control environment as foundational for all components of internal control[398]. Compensation and Indemnification - The compensation committee is composed entirely of independent directors, including Sammy Hsieh and Johnny Liu[415]. - The compensation committee is responsible for reviewing and approving the CEO's compensation based on annual corporate goals and objectives[415]. - The company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees, with disclosure requirements for amendments or waivers[419]. - The company's memorandum and articles of association provide for indemnification of officers and directors to the maximum extent permitted by law, excluding cases of fraud or willful default[420]. - The company has purchased directors' and officers' liability insurance to cover defense costs and indemnification obligations[420]. - The indemnification provisions may discourage shareholders from suing officers or directors for breaches of fiduciary duty[422]. - The company believes that indemnification provisions and insurance are necessary to attract and retain experienced officers and directors[422].
Magnum Opus Acquisition (OPA) - 2022 Q4 - Annual Report