Indiev, Inc. (“INDIEV”), an electronic vehicle company specializing
in the design of next generation electric vehicles, and Malacca
Straits Acquisition Company Limited (Nasdaq: MLAC) (“Malacca”), a
special purpose acquisition company (SPAC), today announced they
have entered into a definitive merger agreement for a business
combination that will result in INDIEV becoming a wholly-owned
subsidiary of Malacca.
INDIEV was founded in 2017 on the idea that the
future of personal mobility will no longer be defined solely by
horsepower or top speed, but rather from the connectivity,
customizability, and processing power offered to drivers and
passengers. Currently, the gap between the level of computing power
available to individuals on their phones and at home compared to
their personal vehicles is astronomical.
Under the terms of the merger agreement, INDIEV
will merge with a wholly-owned subsidiary of Malacca and the
holders of the outstanding INDIEV shares will receive shares in
Malacca valued at $600 million (subject to adjustments). In
addition, the holders of INDIEV shares will be eligible to earn up
to an additional 20,000,000 shares (approximately $200 million at
current prices) on the achievement of performance milestones
related to the price of the combined company’s common stock for the
period starting 150 days after the closing until December 31, 2024
and vehicle sales targets for the first and second full years
following closing.
Concurrently with the signing of the Merger
Agreement, 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 (the “PIPE
Transaction”).
“This transaction marks a significant milestone
for INDI, expanding financial and strategic opportunities as we
transition from design to manufacturing of our INDI One,” said Mr.
Hai Shi, Chief Executive Officer of INDIEV. “I would like to thank
the entire INDI team for bringing us to this milestone, and Malacca
for providing this opportunity to write the next chapter of INDI’s
story.”
“We are impressed not only with INDI’s unique
automotive designs and its vision, but with the level of
development that they have achieved and the efficiency with which
they have deployed capital,” said Mr. Gordon Lo, Chief Executive
Officer of Malacca. “We see this acquisition as a significant value
driver for our shareholders.”
INDIEV’s executive officers, including Mr. Shi,
will lead the combined company. Prior to closing INDIEV is
expected to appoint a board of directors of five individuals, which
will meet all corporate governance requirements for continued
listing on the Nasdaq Capital Market, including a majority of
independent directors, and any required California state diversity
requirements.
The Boards of Directors of both INDIEV and
Malacca have unanimously approved the proposed merger, which is
subject to customary closing conditions, including receipt of all
regulatory approvals, approval of the proposed merger by INDIEV and
Malacca’s shareholders, and approval for listing of the combined
company’s shares on the Nasdaq Capital Market.
The closing under the merger agreement and the
PIPE transaction is anticipated to occur in the first quarter of
2023, with Malacca to domesticate from the Cayman Islands to a
Delaware corporation prior to the closing. Malacca will be
rebranded and operate as “INDI Electric Vehicles Inc.” and is
expected to list on Nasdaq under the ticker symbol “INEV.”
Sheppard Mullin Richter & Hampton, LLP
served as legal advisors to INDIEV. Ellenoff Grossman & Schole
LLP served as legal advisors to Malacca. Maples Group acted as
Cayman Islands counsel to Malacca.
Additional information about the transaction
will be provided in a Current Report on Form 8-K to be filed by
Malacca with the Securities and Exchange Commission (“SEC”) and
will be available at the SEC’s website,
www.sec.gov.
About
INDIEV
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.
Based in Los Angeles, INDIEV has assembled a
team of highly talented individuals from various industries and
disciplines to achieve the company's unique vision.
To find out more about INDIEV, please visit
http://www.INDIEV.com.
About Malacca
Malacca, incorporated as a Cayman Islands
exempted company is a special purpose acquisition company, or
SPAC, formed for the purpose of effecting an initial business
combination. Since its initial public offering, Malacca has focused
its search for an initial business combination on businesses that
may provide significant opportunities for attractive investor
returns. Malacca 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.
Additional Information and Where to Find
It
This press release is provided for informational
purposes only and contains information with respect to a proposed
business combination (the “Proposed Business Combination”) among
Malacca and INDIEV. In connection with the Proposed Business
Combination, Malacca intends to file a registration statement on
Form S-4 with the SEC, which will include a proxy statement to
Malacca shareholders and a prospectus for the registration of
Malacca securities in connection with the Proposed Business
Combination (as amended from time to time, the “Registration
Statement”). After the Registration Statement is declared effective
by the SEC, the definitive proxy statement/prospectus and other
relevant documents will be mailed to the shareholders of Malacca as
of the record date in the future to be established for voting on
the Proposed Business Combination and will contain important
information about the Proposed Business Combination and related
matters. Shareholders of Malacca and other interested persons are
advised to read, when available, these materials (including any
amendments or supplements thereto) and any other relevant
documents, because they will contain important information about
Malacca, INDIEV and the Proposed Business Combination. Shareholders
and other interested persons will also be able to obtain copies of
the preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus, and other relevant materials in connection
with the Proposed Business Combination, without charge, once
available, at the SEC’s website at www.sec.gov or by directing a
request to: Malacca Straits Acquisition Company Limited, Unit
601-2, St. George’s Building, 2 Ice House Street Central, Hong
Kong, Attn: Gordon Lo, Chief Executive Officer. The information
contained on, or that may be accessed through, the websites
referenced in this press release in each case is not incorporated
by reference into, and is not a part of, this press release.
Participants in the
Solicitation
This press release is not a solicitation of a
proxy from any investor or securityholder. Malacca, INDIEV and
their respective directors and executive officers may be deemed
participants in the solicitation of proxies from Malacca’s
shareholders in connection with the Proposed Business Combination.
Malacca’s shareholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of Malacca in Malacca’s Form 10-K, filed with the SEC
on March 31, 2022, or its Form 10-Q, filed with the SEC on August
18, 2022. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
Malacca’s shareholders in connection with the Proposed Business
Combination will be set forth in the proxy statement/prospectus for
the Proposed Business Combination, accompanying the Registration
Statement that Malacca intends to file with the SEC. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Proposed Business
Combination will likewise be included in that Registration
Statement. You may obtain free copies of these documents as
described above.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Business Combination
and shall not constitute an offer to sell or a solicitation of an
offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Malacca’s and
INDIEV’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. No representations or warranties,
express or implied are given in, or in respect of, this press
release. When we use words such as “may,” “will,” “intend,”
“should,” “believe,” “expect,” “anticipate,” “project,” “estimate”
or similar expressions that do not relate solely to historical
matters, it is making forward-looking statements.
These forward-looking statements and factors
that may cause actual results to differ materially from current
expectations include, but are not limited to: the ability of the
parties to complete the transactions contemplated by the Proposed
Business Combination in a timely manner or at all; the risk that
the Proposed Business Combination or other business combination may
not be completed by Malacca’s business combination deadline and the
potential failure to obtain an extension of the business
combination deadline; the outcome of any legal proceedings that may
be instituted against Malacca, INDIEV or others following the
announcement of the Proposed Business Combination and any
definitive agreements with respect thereto; the inability to
satisfy the conditions to the consummation of the Proposed Business
Combination, including the approval of the Proposed Business
Combination by the shareholders of Malacca; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement relating to the Proposed
Business Combination; the ability to meet stock exchange listing
standards following the consummation of the Proposed Business
Combination; the effect of the announcement or pendency of the
Proposed Business Combination on INDIEV’s business relationships,
operating results, current plans and operations of INDIEV; the
ability to recognize the anticipated benefits of the Proposed
Business Combination, which may be affected by, among other things,
competition, the ability of INDIEV to grow and manage growth
profitably; the possibility that INDIEV may be adversely affected
by other economic, business, and/or competitive factors ; INDIEV’s
estimates of expenses and profitability; expectations with respect
to future operating and financial performance and growth, including
the timing of the completion of the Proposed Business Combination;
INDIEV’s ability to execute on their business plans and strategy;
and other risks and uncertainties described from time to time in
filings with the SEC.
The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other
risks and uncertainties described in the “Risk Factors” section of
the Registration Statement referenced above and other documents
filed by Malacca from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. There may be
additional risks that neither Malacca nor INDIEV presently know, or
that Malacca and INDIEV currently believe are immaterial, that
could cause actual results to differ from those contained in the
forward-looking statements. For these reasons, among others,
investors and other interested persons are cautioned not to place
undue reliance upon any forward-looking statements in this press
release. Neither Malacca nor INDIEV undertakes any obligation to
publicly revise these forward–looking statements to reflect events
or circumstances that arise after the date of this press release,
except as required by applicable law.
CONTACTS:
For INDIEV, Inc.
Frank ModiriVP
Administration310.598.5448frankmodiri@indiev.com
Corporate Communications310.598.5448Contact@indiev.com
Investor Relations310.598.5448Invest@indiev.com
For Malacca Straits Acquisition Company
Limited:
Gordon Lo, Chief Executive OfficerStanley Wang, Chief Financial
OfficerTelephone No.: +852 21060888Email:
gordon@malaccastraits.net; stanley@malaccastraits.net
For Malacca Straits Management Company
Limited
Ivan Wong, DirectorTelephone No.: +852 21060888Email:
ivanwong.kl@gmail.com
Malacca Straits Acquisit... (NASDAQ:MLACU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Malacca Straits Acquisit... (NASDAQ:MLACU)
Historical Stock Chart
From Jul 2023 to Jul 2024