Item 7.01 Regulation FD Disclosure.
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 ASIG. On September 30, 2022, ASIG issued a press
release announcing the execution of the Business Combination Agreement. The
material terms and conditions of the Business Combination Agreement and the
related ancillary agreements were previously disclosed in the Current Report on
Form 8-K filed by the SPAC with the Securities and Exchange Commission (the
"SEC") on September 30, 2022 (Hong Kong Time) / September 29, 2022 (Eastern
Time) and are incorporated by reference herein.
A copy of the press release relating to the entry into the Business Combination
Agreement is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
The Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed
to be "filed" for purposes of Section 18 of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise be subject to the
liabilities of that section, nor will it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any of the information in this Item 7.01,
including Exhibit 99.1.
Important Additional Information Regarding the Transaction Will Be Filed With
the SEC
This communication relates to the proposed business combination between the SPAC
and ASIG. This communication does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. ASIG intends to file a Registration
Statement on Form F-4 with the SEC, which will include a document that serves as
a joint prospectus and proxy statement, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to all the SPAC
shareholders. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, or an exemption therefrom. the SPAC and ASIG will also file other
documents regarding the proposed business combination with the SEC. This
communication does not contain all the information that should be considered
concerning the proposed business combination and is not intended to form the
basis of any investment decision or any other decision in respect of the
business combination. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY
HOLDERS OF the SPAC ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED BUSINESS COMBINATION.
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by the SPAC and ASIG through
the website maintained by the SEC at www.sec.gov. The documents filed by the
SPAC and ASIG with the SEC also may be obtained free of charge upon written
request to Magnum Opus Acquisition Limited, Unit 1009, ICBC Tower, Three Garden
Road, Central, Hong Kong.
Participants in the Solicitations
The SPAC, ASIG and their respective directors, executive officers, other members
of management, and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the SPAC's shareholders in connection with
the proposed business combination. You can find information about the SPAC's
directors and executive officers and their interest in the SPAC can be found in
the SPAC's Annual Report on Form 10-K for the fiscal year ended December 31,
2021, which was originally filed with the SEC on February 17, 2022, as amended
on February 23, 2022. A list of the names of the directors, executive officers,
other members of management and employees of the SPAC and ASIG, as well as
information regarding their interests in the business combination, will be
contained in the Registration Statement on Form F-4 to be filed with the SEC by
ASIG. Additional information regarding the interests of such potential
participants in the solicitation process may also be included in other relevant
documents when they are filed with the SEC. You may obtain free copies of these
documents from the sources indicated above.
Caution About Forward-Looking Statements
This communication may contain forward-looking statements within the meaning of
section 27A of the Securities Act, and section 21E of the Exchange Act that are
based on beliefs and assumptions and on information currently available to the
SPAC and ASIG. These forward-looking statements are based on the SPAC's and
ASIG's expectations and beliefs concerning future events and involve risks and
uncertainties that may cause actual results to differ materially from current
expectations. In some cases, you can identify forward-looking statements by the
following words: "may," "will," "could," "would," "should," "expect," "intend,"
"plan," "anticipate," "believe," "estimate," "predict," "project," "potential,"
"continue," "ongoing," "target," "seek" or the negative or plural of these
words, or other similar expressions that are predictions or indicate future
events or prospects, although not all forward-looking statements contain these
words. Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including projections of
market opportunity and market share, the capability of ASIG's business plans
including its plans to expand, the sources and uses of cash from the proposed
transaction, the anticipated enterprise value of the combined company following
the consummation of the proposed business combination, any benefits of ASIG's
partnerships, strategies or plans as they relate to the proposed business
combination, anticipated benefits of the proposed business combination and
expectations related to the terms and timing of the proposed business
combination, are also forward-looking statements. Although each of the SPAC and
ASIG believes that it has a reasonable basis for each forward-looking statement
contained in this communication, each of the SPAC and ASIG caution you that
these statements are based on a combination of facts and factors currently known
and projections of the future, which are inherently uncertain. These factors are
difficult to predict accurately and may be beyond the SPAC's and ASIG's control.
In addition, there will be risks and uncertainties described in the proxy
statement/prospectus on Form F-4 relating to the proposed business combination,
which is expected to be filed by ASIG with the SEC and other documents filed by
the SPAC or ASIG from time to time with the SEC. These filings may identify and
address other important risks and uncertainties that could cause actual events
and results to differ materially from those expressed or implied in the
forward-looking statements. There may be additional risks that neither the SPAC
or ASIG presently know or that the SPAC and ASIG currently believe are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In light of the significant uncertainties in
these forward-looking statements, you should not regard these statements as a
representation or warranty by the SPAC or ASIG, their respective directors,
officers or employees or any other person that the SPAC and ASIG will achieve
their objectives and plans in any specified time frame, or at all.
Forward-looking statements in this communication or elsewhere speak only as of
the date made. New uncertainties and risks arise from time to time, and it is
impossible for the SPAC or ASIG to predict these events or how they may affect
the SPAC or ASIG. Except as required by law, neither the SPAC nor ASIG has any
duty to, and does not intend to, update or revise the forward-looking statements
in this communication or elsewhere after the date this communication is issued.
In light of these risks and uncertainties, investors should keep in mind that
results, events or developments discussed in any forward-looking statement made
in this communication may not occur. Uncertainties and risk factors that could
affect the SPAC's and ASIG's future performance and cause results to differ from
the forward-looking statements in this release include, but are not limited to:
the occurrence of any event, change or other circumstances that could give rise
to the termination of the business combination; the outcome of any legal
proceedings that may be instituted against the SPAC or ASIG, the combined
company or others following the announcement of the business combination; the
inability to complete the business combination due to the failure to obtain
approval of the shareholders of the SPAC or to satisfy other conditions to
closing; changes to the proposed structure of the business combination that may
be required or appropriate as a result of applicable laws or regulations; the
ability to meet stock exchange listing standards following the consummation of
the business combination; the risk that the business combination disrupts
current plans and operations of the SPAC or ASIG as a result of the announcement
and consummation of the business combination; the ability to recognize the
anticipated benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and retain its
management and key employees; costs related to the business combination; changes
in applicable laws or regulations; the SPAC's estimates of expenditures and
profitability and underlying assumptions with respect to shareholder redemptions
and purchase price and other adjustments; the impact of the ongoing COVID-19
pandemic; changes in laws and regulations that impact ASIG; ability to enforce,
protect and maintain intellectual property rights; and other risks and
uncertainties set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in the SPAC's final prospectus dated
March 23, 2021 relating to its initial public offering and in subsequent filings
with the SEC, including the registration statement on Form F-4 relating to the
business combination expected to be filed by ASIG.
No Offer or Solicitation
This communication does not constitute an offer to sell or the 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 jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act, or an exemption therefrom.
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