8i Enterprises Acquisition Corporation *
PROPOSED BUSINESS COMBINATION: Diginex Limited
ESTIMATED CURRENT FUNDS in TRUST: $59.3 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.31*
ENTERPRISE VALUE: $296 million
*SPACInsider estimate a/o 9-13-20
8i Enterprises Acquisition Corp. proposes to acquire Diginex Limited (“Diginex” or the “Company”), a global blockchain financial services and technology company headquartered in Hong Kong. Upon completion of the transaction, Diginex is anticipated to have an initial enterprise value of approximately $276 million.
Headquartered in Hong Kong with a presence in Tokyo, London, Boston, Dubai, Lausanne and Berlin, Diginex provides an ecosystem to enable the broader adoption of digital assets across financial markets through three interlocking pillars: (i) Advisory – capital markets origination and distribution of securities via digital assets; and broader blockchain solutions for corporate and financial industry institutions, as well as governments (ii) Markets – a full infrastructure for digital assets exchange trading and custody, and (iii) Asset Management – providing an accessible and credible on-ramp into digital assets for institutional allocators of capital.
- Digital securities is an opportunity that was recently assessed by the World Economic Forum to be as large as 10% of world GDP by 2027, equivalent to a $13 trillion market opportunity
- Diginex was founded to bring full suite institutional grade process to the blockchain industry in order to service the exponential growth in adoption by corporate and financial service industry participants
- Diginex’s solutions business utilizes the strengths of blockchain to build SaaS applications, which not only facilitate blockchain adoption by corporates and governments, but also help combat some of the world’s most pressing humanitarian issues
Under the terms of the agreement, JFK will acquire Diginex, with JFK continuing as the listed company on the Nasdaq Capital Market. Upon closing, JFK will change its name to “Diginex Limited”. At the effective time of the share exchange, Diginex’s shareholders will receive 20 million ordinary shares of JFK, valued at $10.00 per share, of which two million ordinary shares will be held in escrow for 12 months after closing of the transaction to satisfy potential indemnification claims under the terms of the agreement. In addition, Diginex shareholders will be entitled to receive earn-out consideration of an additional five million JFK ordinary shares, subject to Diginex achieving share price thresholds of $15, $20, and $30 over the next three years.
The closing conditions include, among others, the approval of the transaction as a whole by JFK’s existing shareholders and the aggregate dollar amount of the redemptions does not cause the balance of JFK’s trust account (less any fees and costs relating the transaction) to be an amount less than $5,000,001.
SUBSEQUENT EVENTS
On October 8, 2019, each of the parties to the Share Exchange Agreement entered into an amendment and joinder to the Share Exchange Agreement (the “Amendment”) with Digital Innovative Limited, a Singapore public company limited by shares (“Singapore NewCo”), and its wholly-owned subsidiary DIGITAL INNOVATIVE LIMITED, a British Virgin Islands business company (“BVI NewCo”), for the purpose of joining both entities as parties to the Share Exchange Agreement and amending the terms of the Share Exchange Agreement.
On January 28, 2020, each of the parties to the Share Exchange Agreement and Amendment entered into a second amendment to the Share Exchange Agreement (the “Second Amendment”). The Share Exchange Agreement originally provided that Diginex may consummate a private placement of its ordinary shares of up to $25 million prior to the Closing Date (as defined in the Share Exchange Agreement). The size of the private placement was increased to $30 million in the Amendment. The purpose of the Second Amendment is to increase the size of the private placement from $30 million to $50 million.
ADVISORS
- Chardan is acting as a financial advisor to JFK
- Loeb and Loeb LLP is acting as legal counsel to JFK.
- Winston & Strawn LLP is acting as legal counsel to Diginex.
MANAGEMENT & BOARD
Executive Officers
Meng Dong (James) Tan, 57
Chief Executive Officer & Director
Mr. Tan has more than 20 years’ experience in managing private and public companies based in Asia and in the USA. He is the Director and CEO of 8i Capital Limited, a company focusing on investments and merger and acquisitions. He served as the Chairman and Chief Executive Officer of Moxian Inc., a NASDAQ listed company, from 2013 to 2017. From 2003 to 2006, he was the Chairman and CEO of Vashion Group Ltd, a company listed on the Singapore Stock Exchange, and from 2005 to 2008, he was the CEO and director of Vantage Corporation Limited, a company listed on the Singapore Stock Exchange. From 2006 to 2009, he served as a director on the Board of Pacific Internet Limited, a company listed on NASDAQ, until its sale to Connect Holdings Limited, a group comprising of Ashmore Investment Management Limited, Spinnaker Capital Limited and Clearwater Capital Partners, LLC. Mr. Tan graduated from the National University of Singapore (NUS) with a Bachelor of Arts in 1985.
Guan Hong (William) Yap, 54
Chief Financial Officer & Director
Mr. Yap served as the Head of Investment Banking for Shanghai Pingmei Shenma Finance Leasing Private Limited, a company based in Shanghai, China from March 2016 to February 2019. He founded Cataya Pte Ltd, a business that focuses on originating private equity transactions, loans and M&A deals in Asia, with an emphasis on China, Myanmar and Indonesia, in January 2011 and currently serves as its director. Prior to this, he specialized in originating proprietary private equity and venture deals in China for investment funds in Singapore for Hupomone Capital Partners (Singapore) Pte Ltd (2009-2011) and Evia Capital Partners Pte Ltd (2006-2009). Prior to then, between 1995 and 2004, he worked in various positions for Ascendas Land (Singapore) Pte Ltd, Singapore Telecom Ltd, PrimePartners Asia Capital Ltd, and IPCO International Ltd. Mr. Yap graduated from the University of Oxford with a degree in Physics and has been a member of the CFA Institute since 2000.
Board of Directors
Kwong Yeow Liew, 64
Director
Mr. Liew has more than 25 years of experience in several multi-national organizations, such as Matsushita Denki, General Motors, Intel as well as Urmet Telecoms Italy. He served as a director of Moxian, Inc from March 2014 to August 2016. Mr. Liew served as the President, Chief Executive Officer and director of Rebel Group, Inc., a Singapore company, from February 2013 to January 2015. In 2006, Mr. Liew was instrumental in setting up the first manufacturing plant of Urmet Telecommunications S.p.A in China and fine-tuning its supply chain. Prior to that, Mr. Liew was the General Manager of Aztech Singapore Pte Ltd’s plant in China from 2001 through 2005. From 1992 through 2001, he served as the Head of Operations of the manufacturing facilities of Phoenix Mecano S E Asia Pte Ltd in Singapore. Mr. Liew received his certificate in Electrical Engineering from Singapore Technical Education in 1974. He also completed the management study programs in City and Guilds regarding Electrical and Electronics in 1974, Industrial Training Board at MOE Singapore in 1976, Matsushita DENKI Management Development Program in 1978, General Motors Institute in 1983 and Intel University in 1987. Mr. Liew is fluent in English and Chinese.
Ajay Rajpal, 49
Director
Mr. Rajpal is a Chartered Accountant and member of the Institute of Chartered Accountants in England & Wales (ICAEW). During his career, he has gained broad-ranging commercial experience developed in the US, Europe, Middle East and Far East, with a particular focus on M&A, financial management and insolvency/restructuring. Post qualification, Mr. Rajpal held a number of finance-related roles which involved working for periods in the US, Europe, Middle East and Far East. Since 2011, Mr. Rajpal has run his own consultancy business, NAS Corporate Services Ltd, providing companies with various corporate services, such as assistance with their pre-IPO funding, the IPO process and post IPO management. Mr. Rajpal has project managed the initial public offering process and assisted with the associated funding of two businesses on AIM, namely New Trend Lifestyle Group Plc, which provides Feng Shui products and services across Asia, and Zibao Metals Recycling Group Plc, a Hong Kong and China based metals recycling company. He currently acts as a non-executive director for New Trend Lifestyle Group Plc and Zibao Metals Recycling Group Plc. Mr. Rajpal assisted AIM-listed MNC Strategic Investments Plc (“MNC Strategic”) with the restructuring of its debt and overseeing the disposal of the non-performing assets of the company. Following disposal of its main assets, MNC Strategic became an investing company on AIM, seeking acquisitions in the telecom, media and technology sectors. Mr. Rajpal has also listed Grand Vision Media Holdings Plc, a special purpose acquisition company on the London Stock Exchange, which successfully completed a reverse takeover of an outdoor media business in Hong Kong/China. Mr. Rajpal was previously an independent director of Moxian, Inc., a US company with a China based internet business listed on NASDAQ.
Alexander Arrow, 47
Director
Dr. Arrow has been the Chief Financial Officer of Protagenic Therapeutics, Inc., a Delaware company, since November 2015, and the Chief Executive Officer of Zelegent, Inc., a medical technology company that has developed a minimally-invasive tool for otolaryngologist sleep specialists to treat snoring in a simple office-based procedure, since January 2015. He previously served on the Board of Neumedicines, Inc. (from January 2015 to December 2015, an immuno-oncology company developing a first-in-class broad-spectrum anti-cancer agent. He served as a Director of Biolase, Inc. (NASDAQ: BIOL), a manufacturer of dental lasers, from June 2010 to December 2014. From June 2010 to June 2013, he chaired the Audit and Compensation committees of the Board of Directors of Biolase, Inc. and was the President and Chief Operating Officer of the company from June 2013 to December 2014. Prior to Biolase, Inc, from June 2012 to May 2013, Dr. Arrow was the Chief Medical Officer of Stanford-affiliated neuroscience company Circuit Therapeutics, Inc. Prior to that, he spent five years as the Chief Financial Officer of cardiovascular device manufacturer Arstasis, Inc. Before entering medical technology operating roles, Dr. Arrow spent nine years running medical technology equity research at three Wall Street firms, the last five years as the head of medical technology research at Lazard, Ltd. He also served as the Chief Financial Officer of the Patent & License Exchange, Inc. He began his surgical residency at the UCLA Medical Center in 1996 before leaving to go into business. He has an MD from Harvard Medical School and a BA in Biophysics, magna cum laude, from Cornell University. He serves as an independent director on the Boards of medical technology companies Biolase, Inc., Rindex Medical, Inc, and Gel-e, Inc.