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Arisz Acquisition Corp. *

Arisz Acquisition Corp. *

Nov 1, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: BitFuFu

ENTERPRISE VALUE: $1.510 billion
ANTICIPATED SYMBOL: FUFU

Arisz Acquisition Corp. proposes to combine with BitFuFu, a fast-growing digital asset mining service and world-leading cloud-mining service provider.

BitFuFu is a fast-growing company in the crypto-mining industry and is dedicated to fostering a secure, compliant, and transparent blockchain infrastructure by providing a variety of stable and intelligent hashrate service solutions. BitFuFu offers a one-stop mining solution for miners of all sizes from institutional customers to individual digital asset enthusiasts. It manages mining machines and mines on behalf of its users, allowing users the option of viewing and managing their rigs conveniently in real-time..

BitFufu’s innovative technologies are one of the key drivers for ensuring its leadership position in the industry. Its proprietary Aladdin system handles ultra-large scale hashrate management and dispatching. The system has the maximum capacity to simultaneously connect millions of miners and provide services that resolve critical mining problems arising from scalability, efficiency, authenticity, and securing hash power.

EXTENSION – 2/6/24 – LINK

  • The SPAC approved the extension from February 22, 2024 to November 22, 2024.
    • 777,050 shares were redeemed for $11.14 per share.
    • $120K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 1/12/24 – LINK

  • The SPAC entered into (i) an amended and restated PIPE Subscription Agreement with certain Subscribers, (ii) a PIPE Subscription Agreement with a new Subscriber and (iii) a PIPE termination agreement with an existing Subscriber.
  • The PIPE aggregate cash amount was increased from $70,000,000 to $74,000,000, at a purchase price of $10.00 per share.
  • The PIPE Subscription Agreements contain substantially similar terms as the Original PIPE Subscription Agreements.

EXTENSION – 5/15/23 – LINK

  • The SPAC approved the extension from May 22, 2023 to February 22, 2024.
    • 3,745,635 shares were redeemed for $10.46 per share.
    • $120K per month will be deposited into the trust account.

EXTENSION – 2/7/23 – LINK

  • The SPAC decided to extend the time available to the Company to consummate a business combination from February 22, 2023 to May 22, 2023
    • Arisz Investments LLC, the Company’s sponsor, will deposit an aggregate of $690,000 into Arisz’s trust account

EXTENSION – 11/14/22 – LINK

  • On November 7, 2022, Arisz received notice from its sponsor, Arisz Investment LLC (the “Sponsor”), that it was extending the time available to Arisz to consummate its initial business combination from November 22, 2022, to February 22, 2023 (the “Extension”) by contributing $0.10/share in trust.
  • The Extension provides Arisz with additional time to complete its proposed business combination with BitFuFu.
  • The Extension is the first of up to two three-month extensions permitted under Arisz’s governing documents.

SUBSEQUENT EVENT – 10/14/22 – LINK

  • On October 10, 2022, each of Arisz and the Company entered into that certain Amendment (“Amendment No. 2”) to the Merger Agreement to provide:
    • (i) That until the earlier of:
      • (x) termination of the Merger Agreement in accordance with its terms, and,
      • (y) 45 calendar days prior to the Outside Date,
    • Neither the Company nor the Parent Parties shall participate in discussions, negotiations or related activities with any Person concerning any Alternative Transaction
    • (ii) That the Company and Parent shall cause the amendment and/or termination of certain agreements in order to remove all existing restrictions on 400,000 Insider Shares that are currently subject to transfer restrictions so that such shares are freely tradeable upon the Closing.
    • (iii) For a loan from the Company to Parent in the amount of $2,220,000 for the purpose of funding any payment due in connection with an extension of the period of time for Parent to consummate a business combination and for working capital purposes.
      • The Loan shall be funded in three equal installments on each October 26, 2022, January 26, 2023 and April 26, 2023, in each case in the amount of $740,000.
      • Of each such installment, the sum of $690,000 (the “Extension Funding Amount”) shall be used to cover the extension costs, and the remaining $50,000 shall be used for working capital.
      • In the event that the actual extension costs are less than the Extension Funding Amount, Parent shall promptly repay the difference between such actual extension costs and the Extension Funding Amount.
      • Parent shall issue a promissory note for the amount of the Loan in favor of the Company.
    • (iv) that the Outside Date is extended to August 1, 2023.
    • (v) that the Merger Agreement may be terminated:
      • (a) by the Parent Parties, in the event that the Company fails to fund any of the installment amounts of the Loan by the applicable due dates,
      • (h) by the Parent Parties or the Company, in the event that the Parent Parties fail to obtain any extension to the termination date by which time Parent must cease operations unless a business combination has been consummated and
      • (i) by the Company, in the event that Parent defaults on the Promissory Note, which default remains not cured within 10 calendar days; and
    • (vi) a Parent breakup fee payable by the Company to Parent equal to $4,000,000 in cash in the event of the termination of the Merger Agreement by Parent or as a result of the Company’s refusal to consummate the transactions and;
      • Company breakup fee payable by Parent to the Company in the amount of $5,000,000 in the event of the termination of the Merger Agreement by the Company or as a result of Parent’s refusal to consummate the transactions contemplated thereby.

SUBSEQUENT EVENT – 7/27/22 – LINK

  • On July 14, 2022, each of Arisz, the Company, the Purchaser, and Arisz Investment LLC, entered into a backstop agreement whereby, the Buyer has agreed to subscribe for and purchase no less than $1.25 million worth of shares of Arisz common stock
    • The Buyer agrees that after the Purchaser files a registration statement relating to the transactions contemplated by the Merger Agreement, the Buyer may acquire a certain amount of Shares in the open market or private transactions from time to time at the then prevailing market price of the Shares.
    • The Buyer shall purchase from the Purchaser a number of Purchaser Ordinary Shares equal to the following: (a) (i) US$1.25 million, minus (ii) the amount paid by the Buyer for the Shares purchased pursuant to Section 1.01 of this Agreement (if any) (the “Subscription Amount”), divided by (b) US$10.00
      • It shall be a condition precedent to the obligation of the Buyer to purchase any Purchaser Ordinary Shares from the Purchaser pursuant to this Agreement that the obligation of certain investors, including Bitmain Technologies, Ltd. (“Bitmain”), to purchase Class A ordinary shares of Purchaser, for an aggregate cash amount of $70,000,000 at a purchase price of $10.00 per share, pursuant to that certain Subscription Agreement dated as of January 21, 2022, by and among Arisz, the Company, and certain interested accredited investors shall not have been assigned to any person and shall either (a) be in full force and effect or (b) have been fulfilled by such purchase by Bitmain.

TRANSACTION

  • Implied fully diluted pro forma enterprise value of approximately $1.5 billion3
    • representing a 4.6x 2022 projected revenue of approximately $330 million1, and
    • 3.3x projected December 2022 annualized recurring revenue of approximately $465 million1.
  • The Transaction is expected to provide more than $129 million in net cash proceeds to BitFuFu at closing, after transaction expenses and assuming no redemptions of shares by ARIZ’s existing public stockholders.
  • Existing BitFuFu stockholders are retaining 100% of their equity in the combined company.
  • The proceeds from the Transaction are expected to fund mining equipment purchases and infrastructure build-out as the Company expands its leadership position in the industry.
  • The Transaction includes a $70 million fully committed PIPE financing at $10.00/share, led by Bitmain Technologies Holding Company (“Bitmain”), a world-leading cryptocurrency mining hardware manufacturer, and Antpool Technologies Holding Company (“Antpool”), a world-leading Bitcoin mining pool.

FUFU Transaction Overview

PIPE [AMENDED – See Subsequent Event from 1/12/24]

  • $70 million fully committed PIPE financing at $10.00/share, led by Bitmain Technologies Holding Company (“Bitmain”), a world-leading cryptocurrency mining hardware manufacturer, and Antpool Technologies Holding Company (“Antpool”), a world-leading Bitcoin mining pool.

LOCK-UP

Company Lock-up:

  • Pursuant to the Lock-Up Agreements such holders have agreed not to sell, offer to sell any shares of Arisz common stock held by them until the date that is six months after the date of the Closing (the “Lock-Up Period”).

Sponsor Lock-up:

  • Only the Insider Shares are subject to any lock-up arrangements.
  • All other securities of Parent owned by the Sponsor, including the Parent Units, shall be freely traded upon the closing of the transactions contemplated hereby.

STOCK PURCHASE AGREEMENT

  • In connection with the execution of the Merger Agreement, Arisz Investment LLC (the “Sponsor”) and Ethereal Tech Pte. Ltd., a subsidiary of the Company, entered into a stock purchase agreement (the “ET Stock Purchase Agreement”), pursuant to which:
    • ET purchased 128,206 shares of Arisz common stock (the “ET Shares”) from the Sponsor for a purchase price of $1,250,000.
    • Subject to the satisfaction of conditions set forth in the ET Stock Purchase Agreement, the Sponsor shall cause the ET Shares to be transferred on the books and records of Arisz to ET.

NOTABLE CONDITIONS TO CLOSING

  • The obligations of the Parent Parties to consummate the transactions contemplated by the Merger Agreement are conditioned upon the aggregate cash proceeds available to the Parent Parties from a private placement or other financing to be consummated simultaneously with the closing of the Acquisition Merger (the “PIPE Investment”) being not less than $50,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • Subsequent event – On October 14th, 2022, the Company extended the Outside Date to August 1, 2023.
    • The Merger Agreement may be terminated:
      • (a) by the Parent Parties, in the event that the Company fails to fund any of the installment amounts of the Loan by the applicable due dates,
      • (h) by the Parent Parties or the Company, in the event that the Parent Parties fail to obtain any extension to the termination date by which time Parent must cease operations unless a business combination has been consummated and
      • (i) by the Company, in the event that Parent defaults on the Promissory Note, which default remains not cured within 10 calendar days; and
    • (vi) a Parent breakup fee payable by the Company to Parent equal to $4,000,000 in cash in the event of the termination of the Merger Agreement by Parent or as a result of the Company’s refusal to consummate the transactions and;
      • Company breakup fee payable by Parent to the Company in the amount of $5,000,000 in the event of the termination of the Merger Agreement by the Company or as a result of Parent’s refusal to consummate the transactions contemplated thereby.
  • Arisz and the Company have agreed that the closing of the Business Combination (the “Closing”) shall occur no later than July 31, 2022 (the “Outside Date”).
  • The Merger Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to the shareholders of Purchaser, by the Parent Parties, in the event that the Company fails to deliver its audited 2020 and 2021 financial statements to the Parent Parties on or before March 31, 2022.

Breakup Fee:

  • In the event that Arisz terminates the Merger Agreement
    • (i) due to the Company’s breach of its warranties and representations or its failure to perform its covenants,
    • (ii) due to the Company’s failure to deliver its audited financial statements for 2020 and 2021 on or before April 15, 2022 or
    • (iii) or as a result of the Company’s refusal to consummate the transactions contemplated thereby, the Company shall pay Parent a breakup fee equal to $3,000,000 in cash within three business days following such termination; provided, however, that the Company shall not be obligated to pay a breakup fee if Arisz terminates the Merger Agreement primarily due to regulatory oversight or scrutiny not caused by the Company’s lack of cooperation or non-compliance with the terms of the Merger Agreement.
  • In the event that the Company terminates the Merger Agreement
    • (a) due to Arisz’s breach of its warranties and representations or its failure to perform its covenants or
    • (b) or as a result of the Company’s refusal to consummate the transactions contemplated thereby, Arisz shall pay the Company a breakup fee of 450,000 shares of Arisz common stock (having a deemed value of $4,500,000), within three business days following such termination.

ADVISORS

  • Chardan is acting as M&A and Capital Markets advisor to ARIZ, and Moritt Hock & Hamroff LLP acted as legal counsel to Chardan.
  • Wilson Sonsini Goodrich & Rosati, Harney Westwood & Riegels, and Hunter Taubman Fischer & Li, LLC are acting as legal counsels to Finfront Holding Company.
  • Loeb & Loeb LLP is acting as a legal counsel to ARIZ.

MANAGEMENT & BOARD

Executive Officers

Echo Hindle-Yang, 45
Chief Executive Officer and Chairman of the Board

Ms. Hindle-Yang has more than 20 years of extensive experience of leading complex organizations, managing transactions for fortune 500 global companies and founding new ventures to resolve unmet market needs. More recently, Ms. Hindle-Yang’s focus has largely been within the healthcare industry, where she has advised global pharmaceutical and medical device companies in North America and Europe on their corporate strategy endeavors, financing paths, portfolio optimization and acquisition opportunities. In 2016, Ms. Hindle-Yang founded M.S.Q. Ventures, a New York-based advisory firm that focuses on integration for emerging life sciences companies. From 2011 to 2015, Ms. Hindle-Yang served as Chief Operation Officer at Playbutton LLC where she managed the company’s business strategy, marketing, finance operations including IPO’s and acquisitions. In 2010, Ms. Hindle-Yang joined Gerber Scientific Inc as director of global strategy and operations in charge of leading a brand-new global team to focus on overseas expansion and operations. Ms. Hindle-Yang holds an MBA from Duke University with a health sector management certificate. Currently Ms. Hindle-Yang is serving on the DukeNY Board.

Marc Estigarribia, 52
Chief Financial Officer

Mr. Estigarribia has been the Managing Director and Head of Origination and Engagement at MSQ Ventures since May 2016, where he has led the company’s client origination and engagement effort in the life science industry. Mr. Estigarribia maintains a deep network of global relationships with strategic partners and investors within the life science industry. Between September 2015 and April 2016, Mr. Estigarribia served as vice president senior research analyst at Chardan. Mr. Estigarribia was responsible for equity stock coverage of the Technology, TMT industry with a main vertical focus on Internet of Things (IOT/ M2M) Machine-to-Machine Communications (M2M) including Robotics, Artificial Intelligence and Semiconductors. Between March 2013 and August 2015, Mr. Estigarribia served as senior investment banking associate at Wellington Shields. Mr. Estigarribia worked with both public and private growth companies to help provide capital raising, merger & acquisition, and strategic financial advisory services in all facets of the capital structure — Private Equity, Senior Debt, Mezzanine Debt, Unitranche, Equity, IPOs, Secondary Offerings, and Private Placements. Between April 2011 and March 2013, Mr. Estigarribia served as CFO at Rubin Singer, a start-up company in the Luxury Goods Fashion industry where Mr. Estigarribia managed cash flow, capital formation and investment advisory for this start-up company in the Luxury Goods Fashion industry. Mr. Estigarribia also maintained constant communication flow with both existing and prospective equity and debt investors, and internal management board-team, while enhancing strategic relationships. Between July 1996 and March 2011, Mr. Estigarribia served as a sell-side Equity Research Analyst at Citigroup. Mr. Estigarribia’s responsibilities covered 70% of the teams’ total coverage for telecommunication services and media companies in Latin America. Mr. Estigarribia initiated and launched the numerous reports within the wireless and media sectors between 2000 and 2003. Through these roles, Mr. Estigarribia has developed and maintained relationships with top tier institutional investors. Mr. Estigarribia obtained his MBA degree in 1995 from NYU Stern School of Business and his BS in Economics from Binghamton University, State University of New York.

Board of Directors

Rushi Trivedi, PhD, 36
Director Nominee

Since 2019, Dr. Trivedi has been founder of RepliGene Life Sciences, a company that specializes in the production of Cell and Gene Therapy adducts. Dr. Trivedi focuses on unmet clinical needs and assists in bringing the next generation Cell and Gene Therapies to the market. Between June 2015 and April 2019, Dr. Trivedi served as strategy consultant at McKinsey & Company where Dr. Trivedi gained extensive experience in M&A, business development, due diligence, portfolio management and asset integration while drawing heavily from his background in oncology and drug development to serve clients in these topics across pharma, medical technology tech, and private equity. Dr. Trivedi has published widely in leading peer-reviewed journals. Dr. Trivedi obtained his Doctor of Philosophy in Biochemistry and Molecular Biology from Stowers Institute of Medical Research and University of Kansas Medical Center in 2015, and his MS in Medicinal and Pharmaceutical Chemistry from University of Kansas in 2009, and his BS in Pharmaceutical Sciences from Purdue University in 2007.

Romain Guerel, 50
Director Nominee

Since March 2020, Dr. Guerel is the founder and CEO of MSolution Consulting. The consulting company provides project management consultancy for European and North American companies. Starting March 2019, Dr. Guerel has been elected as an executive board member of a French International School where he has in charge with other 7 board members of all administrative and strategic decisions on behalf of the parent’s committee. From September 2012 to February 2020, Dr. Guerel worked as a director for Century 3 Project Management Company where he was in charge on multiple management projects for Fortune 500 companies. From 2001 to 2012, Dr. Guerel was the co-founder and Managing Director of Capital Resources where he was in charge of raising funds for high-end real estate projects. Dr. Guerel obtained his Doctor of Philosophy in Management from HKUST Business School in 2011, and has Master of Laws degrees in Commercial French law and International law from the Law School of Nice Sophia Antipolis.

Nick He, 39
Director Nominee

Since January 2017, Mr. He has been the Founder and the Chief Executive Officer of GPS Renting, a privately held real estate investment firm with brokerage and property management services which brings cutting-edge mobile technology, strategic planning, and extensive real estate experience to serve clients. Between April 2012 and November 2016, Mr. He started as a strategy and product planer and became the senior program manager lead when he left Microsoft. Mr. He was responsible for product strategies, including, but not limited to Market opportunity & Business Plan, Growth strategy, Turnaround Strategy at Microsoft. Between May 2008 and September 2008, Mr. He served as summer associate consultant at McKinsey & Co. where Mr. He led the Financial Analysis and Planning project which analysis of technology spending and recommended a 5-year investment strategy. Mr. He obtained his MBA degree focusing on strategy and marketing in 2009 from Duke University Fuqua School of Business.

 

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