Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

On September 30, 2022 (Hong Kong Time)/September 29, 2022 (Eastern Time), Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the "SPAC"), entered into an Agreement and Plan of Merger (the "Business Combination Agreement") with Asia Innovations Group Limited., a Cayman Islands exempted company ("ASIG") and Connect Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (the "Merger Sub"), which provides for the Merger (as defined below) and other transactions in connection therewith (collectively, the "Business Combination"). The time of the closing of the Merger is referred to herein as the "Closing." The date of the Closing of the Merger is referred to herein as the "Closing Date." Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.

The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of the SPAC.

The Business Combination and Consideration

Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, among other things, (i) on the Closing Date immediately prior to the Effective Time, all Amended 2020 Convertible Notes, Amended 2021 Convertible Notes, 2022 Convertible Notes, and 2022 Major Investor Convertible Notes (to the extent holders of such 2022 Major Investor Convertible Notes elect to so convert) that are outstanding shall be converted into Company Pre-Subdivision Ordinary Shares (par value $0.00001 per share) in accordance with the respective terms and conditions therein, (ii) each outstanding Company Pre-Subdivision Ordinary Share and Company Pre-Subdivision Preferred Share (other than such shares held by Key Executives) shall be subdivided into such number Company Class A Ordinary Shares equal to the Subdivision Factor and re-designated as Company Class A Ordinary Shares if applicable, (iii) each outstanding Company Pre-Subdivision Ordinary Share and Company Pre-Subdivision Preferred Share held by Key Executives shall be subdivided into such number of Company Class B Ordinary Shares equal to the Subdivision Factor and re-designated as Company Class B Ordinary Shares if applicable, (iv) the CEHK Warrant shall be amended to provide that the amended CEHK Warrant is exercisable for a number of Company Class A Ordinary Shares pursuant to the terms therein and (v) each Company Option, Key Executive Option, Company RSU and Key Executive RSU shall be converted pursuant to the terms of the Business Combination Agreement (items (i) through (v), the "Recapitalization").

Pursuant to the Business Combination Agreement, immediately prior to the Effective Time, each SPAC Class B Share shall be automatically converted into one (1) SPAC Class A Share (par value $0.0001 per share). Immediately prior to the Effective Time, the SPAC Class A Shares and the SPAC Public Warrants comprising each issued and outstanding unit of the SPAC ("SPAC Unit"), consisting of one (1) SPAC Class A Share and one-half (1/2) of one (1) SPAC Public Warrant, will be automatically separated ("Unit Separation") and the holder thereof will be deemed to hold one (1) SPAC Class A Share and one-half (1/2) of one (1) SPAC Public Warrant. No fractional SPAC Public Warrants will be issued in connection with the Unit Separation such that if a holder of such SPAC Units would be entitled to receive a fractional SPAC Public Warrant upon such separation, the number of SPAC Public Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of SPAC Public Warrants and no cash will be paid in lieu of such fractional SPAC Public Warrants.

Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, on the Closing Date and immediately prior to the Effective Time, (i) each issued and outstanding SPAC Class A Share shall be converted automatically into the right of the holder thereof to receive one Company Class A Ordinary Share after giving effect to the Recapitalization, and (ii) each issued and outstanding SPAC Warrant (including the SPAC Public Warrants held as a result of the Unit Separation) sold to the public and to Magnum Opus Holdings LLC, a Cayman Islands limited liability company ("Sponsor"), in a private placement in connection with the SPAC's initial public offering will be automatically converted into one (1) Company Warrant exercisable for Company Class A Ordinary shares in accordance with its terms. At the Closing, in accordance with the Companies Act (as revised) of the Cayman Islands, Merger Sub will merge with and into the SPAC, the separate corporate existence of Merger Sub will cease and the SPAC will be the surviving corporation and a wholly-owned subsidiary of ASIG (the "Merger").

The "Subdivision Factor" is a number resulting from dividing (i) the result of (x) $2,500,000,000 minus (y) the Convertible Notes Adjustment Amount, divided by (z) $10.00, minus (y) the aggregate number of SPAC Class A Shares entitled to receive Merger Consideration pursuant to the Business Combination Agreement at Closing (assuming for these purposes that the SPAC Class B Conversion, as may be modified by the Sponsor Support Agreement, has already occurred), by (ii) the Aggregate Fully Diluted Company Shares, and (y) $10.00. The "Aggregate Fully Diluted Company Shares" means, without duplication as of immediately prior to the Share Subdivision, the sum of (a) the aggregate number of Pre-Subdivision Shares that are issued and outstanding, excluding (1) all Pre-Subdivision Shares held by the trust established for ASIG's share incentive plan which have not been allocated to or otherwise do not correspond to any issued and outstanding restricted share unit of ASIG and (2) any Pre-Subdivision Shares or restricted share units of ASIG that may be issued in connection with investments and acquisitions that ASIG is permitted to make following the date of the Business Combination Agreement but before the Closing under the Business Combination Agreement, and (b) the aggregate number of Pre-Subdivision Shares that are issuable upon the exercise, exchange or conversion of all outstanding Company Convertible Securities or that are issuable in connection with any Transaction Financing.

Representations and Warranties; Covenants

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. The representations and warranties made under the Business Combination Agreement will not survive the Closing.

In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, (i) a covenant of each party to use its reasonable best efforts to cause the Business Combination to be consummated after the date of the Business Combination Agreement as promptly as reasonably practicable, (ii) a covenant of the SPAC to convene an extraordinary general meeting of the SPAC and of the board of directors of the SPAC to recommend that the shareholders of the SPAC approve the shareholder proposals, except that the board of directors of the SPAC may postpone or adjourn such extraordinary general meeting to comply with applicable law, to ensure that any supplement or amendment to the proxy statement is required under applicable law to be disseminated to the SPAC shareholders, if there are insufficient SPAC shares represented to constitute a quorum and in order to seek withdrawals from redemption requests if this will cause the sum of (x) amount of cash in the trust account (after taking into account the redemption by SPAC shareholders) and (y) proceeds from the Transaction Financing to fall below $150,000,000, (iii) covenants providing that the parties will not solicit, initiate, encourage or continue discussions with respect to any other Alternative Transaction Proposal, (iv) a covenant by ASIG to deliver to the SPAC the audited financial statements that have been prepared in accordance with PCAOB auditing standards by a PCAOB qualified auditor and other audited financial statements of ASIG that are required to be included in the proxy statement, and (v) a covenant by the SPAC that in the event that the Merger is not consummated by February 1, 2023 and it is reasonably determined by ASIG and the SPAC that is reasonably likely that the Merger will not be consummated by March 25, 2023, the SPAC shall (with ASIG's reasonable cooperation) use reasonable best efforts to file a proxy statement and to amend the organization documents of the SPAC in order to extend the date by which the SPAC must consummate the Merger in accordance with its organization documents.

Conditions to Each Party's Obligations

Under the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) the accuracy of representations and warranties to various standards, from no material qualifier to a material adverse effect qualifier, (ii) material compliance with pre-closing covenants, (iii) no material adverse effect both for the SPAC and ASIG and its subsidiaries, (iv) the delivery of customary closing certificates, (v) receipt of all consents from Competition Authorities, (vi) the absence of a legal prohibition on consummating the transactions, (vii) approval by the SPAC's and ASIG's shareholders, (viii) approval of a listing application on the NYSE for newly issued shares, and (ix) the SPAC having at least US$5,000,001 of net tangible assets remaining after redemption. ASIG's obligation to consummate the Merger is also subject to the amount of available cash of the SPAC from a combination of the SPAC's trust account and Transaction Financing being no less than $150,000,000.





Transaction Financing

As promptly as reasonably practicable after the execution of the Business Combination Agreement, the SPAC and ASIG shall use reasonable best efforts to enter into subscription agreements with certain investors (the "Transaction Financing Investors"), pursuant to which the Transaction Financing Investors commit to purchase Equity Securities of ASIG, with the form of such Equity Securities of ASIG to be agreed by the SPAC and ASIG in the aggregate amount of $150,000,000 (the "Transaction Financing"). The Transaction Financing shall be consummated within ninety (90) days after the date of the Business Combination Agreement.




Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the closing of the Merger, including, among things, (i) by mutual written consent of the SPAC and ASIG, (ii) upon any permanent injunction or other governmental order preventing the consummation of the transactions which shall have become final and non-appealable, (iii) upon a material breach of any representation, warranty, covenant or agreement (subject to an opportunity to cure, if such violation or breach is capable of being cured) and (iv) if the Merger has not been consummated by the first anniversary of the date of the Business Combination Agreement and such failure in closing beyond such date is not primarily due to the breach of the Business Combination Agreement by the party seeking to terminate.

The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the "SEC"). Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the SPAC's public disclosures.





Other Agreements

The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:

Sponsor Lock-Up and Support Agreement

Concurrently with the execution of the Business Combination Agreement, the SPAC, the Sponsor, certain directors and officers of the SPAC listed thereto (together with the Sponsor, each a "SPAC Shareholder") and ASIG entered into a sponsor . . .

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
  2.1*          Agreement and Plan of Merger, dated as of September 30, 2022 (Hong
              Kong Time)/September 29, 2022 (Eastern Time), by and among Magnum Opus
              Acquisition Limited, Asia Innovations Group Limited, and Connect Merger
              Sub.

  10.1*         Sponsor Lock-Up and Support Agreement, dated as of September 30, 2022
              (Hong Kong Time)/September 29, 2022 (Eastern Time), by and among Magnum
              Opus Acquisition Limited, Asia Innovations Group Limited, Magnum Opus
              Holdings LLC, and certain shareholders of Magnum Opus Acquisition
              Limited.

  10.2*         Company Shareholder Voting Agreement, dated as of September 30, 2022
              (Hong Kong Time)/September 29, 2022 (Eastern Time), by and among Magnum
              Opus Acquisition Limited, Asia Innovations Group Limited, and certain
              shareholders of Asia Innovations Group Limited.

  10.3          Form of Registration Rights Agreement by and among Asia Innovations
              Group Limited, Magnum Opus Holdings LLC and certain other parties
              thereto.

  10.4          Form of Assignment and Assumption Agreement by and among Magnum Opus
              Acquisition Limited, Asia Innovations Group Limited and Continental
              Stock Transfer & Trust Company.

* The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The SPAC hereby undertakes to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that the SPAC may request confidential treatment for any such schedules so furnished.

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