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Model Performance Acquisition Corp. *

Model Performance Acquisition Corp. *

Mar 4, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: MultiMetaVerse Inc.

ENTERPRISE VALUE: tbd
ANTICIPATED SYMBOL: MMV

Model Performance Acquisition Corp. proposes to combine with MultiMetaVerse Inc., which is based out of Hong Kong.

The Company owns 100 percent of the issued share capital of MultiMetaVerse HK Limited, a limited liability company incorporated under the laws of Hong Kong, which in turn owns all of the equity interests of Shanghai Mi Ting Cuture and Creativity Co., Ltd., a wholly foreign owned enterprise established under the laws of PRC. The WFOE controls Shanghai Jupiter Creative Design Co Ltd.

SUBSEQUENT EVENT – 12/16/22 – LINK

  • The SPAC adjourned the business combination vote until December 28, 2022.

SUBSEQUENT EVENT – 12/16/22 – LINK

  • The parties have waived the closing condition that Parent shall have in excess of $5,000,000 in net tangible assets immediately after closing; and Purchaser Parties waived the requirement for
    • (i) an equity financing in an aggregate of no less than $20,000,000 shall have been consummated or shall consummate substantially concurrently with the closing;
    • (ii) execution of lock-up agreements by certain MMV shareholders (the “Lock-up Waiver”).
      • As a result of the Lock-up Waver, an aggregate of 3,999,169 ordinary shares of the 30,000,000 closing payment shares will not be subject to any contractual lock-up restrictions after closing.
  • The initial $10M PIPE with Bilibili Inc. has been terminated
    • The total PIPE is now $12M

SUBSEQUENT EVENT – 11/3/22 – LINK

  • New PIPE
    • Prominence Investment Management Ltd. entered into a subscription agreement pursuant to which the PIPE Investor has committed to purchase an aggregate of 1,200,000 Class A Ordinary Shares of the Company from the Company at a price per share of $10.00, for gross proceeds to the Company of $12,000,000.
    • Total PIPE is now $22M

EXTENSION – 9/30/22 – LINK

  • As approved by the shareholders of MPAC at its Extraordinary General Meeting of shareholders on September 28, 2022, MPAC extended the date by which it has to complete a business combination up to 2 times for an additional 3 months each time, from October 12, 2022, to April 12, 2023.
  • In connection with the Extension Vote, MPAC extended the Outside Closing Date from September 30, 2022, to February 25, 2023.
  • In connection with the shareholders’ vote at the Meeting, 3,508,994 Class A ordinary shares were tendered for redemption.
  • On September 29, 2022, MPAC made a deposit of $224,100.60 to the trust account and extended the Combination Period from October 12, 2022, to January 12, 2023.
  • Following such redemptions and the deposit of the Extension Payment, the amount of funds remaining in the trust account is approximately $23.4 million.

EXTENSION – 6/30/22 – LINK

  • The SPAC approved the extension from July 12, 2022, to October 12, 2022 and contributed $575,000 ($0.10/Share) to the trust account

SUBSEQUENT EVENT – (8-K LINK)

  • Subsequent Event – On January 6, 2022, each of the parties to the Merger Agreement and Avatar Group Holdings Limited, a British Virgin Islands business company controlled by certain Principal Shareholder, entered into a First Amendment to Merger Agreement (the “Amendment”).
  • Pursuant to the Amendment, the parties agreed, among other things, that the Outside Closing Date of the proposed business combination contemplated by the Merger Agreement (the “Business Combination”) shall be extended to September 30, 2022 from December 31, 2021.
  • The Amendment includes an amended covenant for the Company to procure from additional reputable investors equity financing in the aggregate amount of US$10,000,000 to Parent no later than 15 days prior to the closing date of the Business Combination (the “Closing Date”).

The Amendment also includes the following new covenants:

  • The Company agrees to make to Parent, and Parent agrees to borrow from the Company three tranches of non-interest-bearing loans in the aggregate principal amount of $2,750,000 (the “Company Loans”), all of which shall become repayable upon closing of the Business Combination, or if the Purchaser Parties materially breach the Merger Agreement or the Amendment and such breach has not been cured within fifteen (15) days;
  • Parent shall use the proceeds of the Company Loans for, among other things, working capital and to fund amounts required to extend the period of time for Parent to consummate a Business Combination for up to two (2) times up to 18 months from the closing of its initial public offering (“Parent’s Duration Period”);
  • Prior to the expiration of the Parent’s Duration Period, the Parent shall hold a general meeting of shareholders to further extend the Parent’s Duration Period (the “Further Extension Period”), and the Company shall bear and prepay Parent in the form of additional loans to fund for any and all costs and expenses incurred (including costs from an increased redemption amount or additional premium paid or to be paid to the shareholders of Parent);
  • In the event that the closing of the Business Combination fails to occur within the Parent’s Duration Period (inclusive of applicable Further Extension Period) due to reasons not directly attributable to Parent, Purchaser and Merger Sub (collectively, the “Purchaser Parties”), Avatar shall pay Parent a lump sum payment of $3,250,000 (the “No-Deal Payment”); and
  • In the event that the closing of the Business Combination fails to occur on or prior to August 25, 2022, within five (5) business days after the Company’s receipt of relevant account details, the Company and Avatar shall (on a joint and several basis) deposit US$2,900,000 of the No-Deal Payment into an escrow account designated by Parent, the amount of which shall be released to Parent, for satisfaction of the obligation of Avatar under the Amendment.

TRANSACTION

  • Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to existing shareholders of the Company is $300,000,000, which will be paid entirely in stock, comprised of newly issued ordinary shares of the Purchaser at a price of $10.00 per share.
  • Upon the effectiveness of the Acquisition Merger, issued and outstanding ordinary shares of the Company will be cancelled and automatically converted into the right to receive, without interest, the applicable portion of the ordinary shares of the Purchaser.

PIPE

  • BILIBILI Inc. has entered into a subscription agreement to purchase 1 million shares at $10/Share ($10 million PIPE Investment)
  • New PIPE – LINK
    • Prominence Investment Management Ltd. entered into a subscription agreement pursuant to which the PIPE Investor has committed to purchase an aggregate of 1,200,000 Class A Ordinary Shares of the Company from the Company at a price per share of $10.00, for gross proceeds to the Company of $12,000,000.
  • Total PIPE is now $22M

LOCK-UP

  • In connection with the closing of the Business Combination, certain stockholders of the Company will enter into a lock-up agreement (the “Stockholder Lock-Up Agreement”) with Purchaser, pursuant to which each will agree, subject to certain customary exceptions, not to:
    • offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, any shares of Purchaser ordinary share or securities convertible into or exercisable or exchangeable for Purchaser ordinary shares held by it immediately after the Effective Time, or enter into a transaction that would have the same effect
    • enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any of such shares, whether any of these transactions are to be settled by delivery of such shares, in cash or otherwise
    • publicly announce the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, edge or other arrangement, or engage in any “Short Sales”
  • The duration of the lock-up will last 6 months
  • Subsequent Event – As a result of the Lock-up Waver, an aggregate of 3,999,169 ordinary shares of the 30,000,000 closing payment shares will not be subject to any contractual lock-up restrictions after closing.

NOTABLE CONDITIONS TO CLOSING

  • An equity financing in aggregate amount of no less than $20,000,000 shall have been consummated or consummate substantially concurrently with the closing of the transactions.

NOTABLE CONDITIONS TO TERMINATION

  • Subsequent Event – On January 6, 2022, each of the parties to the Merger Agreement and Avatar Group Holdings Limited, a British Virgin Islands business company controlled by certain Principal Shareholder, entered into a First Amendment to Merger Agreement (the “Amendment”).
  • Pursuant to the Amendment, the parties agreed, among other things, that the Outside Closing Date of the proposed business combination contemplated by the Merger Agreement (the “Business Combination”) shall be extended to September 30, 2022 from December 31, 2021.
  • The Purchaser Parties, if the Company fails to procure reputable investor to provide equity financing in the aggregate amount of $10,000,000 to Parent on substantially the same and conditions in the Subscription Agreement
  • December 31, 2021 (the “Outside Closing Date”)

ADVISORS

  • None were mentioned at this time.

MANAGEMENT & BOARD

Executive Officers

Claudius Tsang, 44
Chief Executive Officer and Chairman

Mr. Tsang has over 20 years of experience in capital markets, with a strong track record of success in private equity, M&A transactions and PIPE investments with a focus on Greater China and other emerging markets. Mr. Tsang was co-head of private equity, North Asia of Templeton Asset Management Ltd and a partner of Templeton Private Equity Partners, a leading global emerging markets private equity firm that is part of Franklin Templeton Investments. During his 15 year career at Templeton, Mr. Tsang served in various positions, including partner, senior executive director and vice president. Mr. Tsang was responsible for the overall investment, management and operation activities of Templeton Private Equity Partners in North Asia. His role encompassed overseeing the analysis and evaluation of opportunities for strategic equity investment in Asia, including China, Hong Kong and Taiwan. During his tenure, Mr. Tsang managed $1 billion in private equity funds, with approximately 50 portfolio companies. He was involved in the management of a $3 billion fund, which was the largest Central Eastern European listed closed-end fund at the time of IPO in London. From July 2007 to June 2008, Mr. Tsang joined Lehman Brothers, where he managed private equity projects in Hong Kong, China, Taiwan and the United States. At Lehman Brothers, Mr. Tsang managed $500 million proprietary funds. Mr. Tsang has served as a director of the CFA Society of Hong Kong from 2013 to 2021. Mr. Tsang obtained his MBA from The University of Chicago Booth School of Business in 2017, the second bachelor degree of law from Tsinghua University in 2005 and a bachelor degree of engineering from the Chinese University of Hong Kong in 1998. He is a charterholder of Chartered Financial Analyst from the CFA Institute.

Serena Shie, 31
President, Chief Financial Officer, and Director

Ms. Shie has a decade of experience in capital markets, property development and entrepreneurship. Since 2017, Ms. Shie has been the chief investment officer of Shiji Dingfeng Investment Co, Ltd., Huanya International Co., Ltd. and Quanzhou Chiyuan Trade Co., Ltd., where she led an early investment round of 85 million RMB into Enovate Motors, a leading electric vehicle manufacturer in China. During her tenure, the valuation of the acquisition increased to approximately 1.6 billion RMB. Ms. Shie has also served as President of Lion Pride Properties Inc. since 2018, which invests into development of high rises in Manila, Philippines. Ms. Shie has served as the Chief Executive Officer of Jumpstart Media since March of 2020, and is overseeing the growth of the office. Jumpstart Media is one of the largest English print publication in APAC covering tech startups with a presence in 11 countries. From 2015 to 2017, Ms. Shie was an associate in the Hong Kong office of Latham & Watkins, LLP, where she worked on capital market transactions, with a focus on debt offerings, IPO and M&A. Prior to joining Latham & Watkins, Ms. Shie was the Chief Operating Officer of Silent Models LLC from 2011 to 2012 where she oversaw the growth of one of New York’s top boutique modeling agencies. Ms. Shie serves as the Director of Shenzhen Women’s Association and the Chair of Shie Scholarship Committee at Yongning Zhentao Elementary School. Ms. Shie holds a Bachelors from New York University, and a J.D. degree from Harvard Law School.

Board of Directors

Patrick Tsang, 44 [Resigned 12/8/21]
Director

Mr. Tsang has over 20 years of experience in capital markets, with a strong track record of success in IPOs and M&A transactions with a focus on Asia cross border transactions. From October 2016, Mr. Tsang has served as the Chairman of Tsang Group, a family office headquartered in Hong Kong with a global presence, including in London, Beijing and Shenzhen. Under Mr. Tsang’s leadership, the Tsang Group expanded to invest in special situations globally with a sector and location agnostic outlook. Under Mr. Tsang’s leadership, Tsang Group expanded to invest into property in the United Kingdom and other regions including Hong Kong, as well as other sectors including technology. Mr. Tsang has also served as the Chairman of Block T Ventures since December 2018, which focuses on blockchain and fintech technology. Mr. Tsang was one of the founders of Aquavit London, and was the Chairman from October 2015 to December 2018. Mr. Tsang has also been a partner of Hui & Lam Solicitors LLP in Hong Kong since October 2016 and is a qualified solicitor in England, Wales and Hong Kong. He holds an LLB, Bachelor of Laws, from Kingston University.  Mr. Tsang was voted China Economic Person of the Year in 2014.

Tian Zhang, 44 [Appointed 12/8/21]
Director

TBD

Yeong Kang Joseph Patrick Chu, 53
Director

Mr. Chu has around 30 years of experience in origination and execution of equity capital market and corporate finance transactions in Asia, including M&A, fund raising, asset injections, IPOs, and restructuring. Mr. Chu began his career at Morgan Stanley and has held positions in the investment banking division of a number of global banks, including Morgan Grenfell (presently Deutsche Bank), SBC Warburg (Presently UBS) and Rothschild, where he served as a member of the board of directors in Hong Kong and a board member of a direct investment fund sponsored by Rothschild and the CITIC Group which was one of the first China direct investment funds ever established. From 2007 to 2009, Mr. Chu was Managing Director and Head of Hong Kong Coverage of CLSA Limited, an institutional brokerage and investment group, where he was responsible for the bank’s investment banking activities in Hong Kong and the PRC. In 2009, Mr. Chu established a joint venture with Galaxy Asset Management, an alternative investment company, under which he raised and managed an event driven fund and also set up a special situation fund and a corporate finance advisory firm. He acted as managing director and portfolio manager of Galaxy Asset Management, one of the earliest hedge funds established in Hong Kong with asset under management in excess of $1 billion. In 2011, Mr. Chu bought out Galaxy’s shares in the joint venture and renamed it Odysseus Capital Asia Limited. Over the last decade, Mr. Chu has been the Chairman, CEO of Odysseus Capital Group from 2011. Under his leadership, Odysseus Capital Group has expanded to cover a broad range of capital markets transactions, including restructuring, pre-IPO, IPO and M&A transactions. Mr. Chu is a Fellow Member of Hong Kong Institute of Directors and is a former director of Yan Oi Tong, one of the six largest charitable organizations in HK, and a member of its investment committee. Mr. Chu obtained an MBA from Imperial College London and a BEng degree in Chemical Engineering from University College London.

Brian Keng, 27
Director

Mr. Keng is experienced in management, advisory and business development in China and the Philippines. Since 2017 Mr. Keng has served as the COO of Century Peak Holdings Corporation and CEO of Century Peak Energy Corporation. Century Peak Holdings Corporation  invests and operates in a range of projects including mining, cement, steel, construction, land reclamation, and property development. Mr. Keng’s experience with the energy sector led him to become CEO of Century Peak Energy Corporation. Century Peak Energy Corporation focuses on building, owning and operating renewable energy assets such as hydro power projects. Within Century Peak, Mr. Keng helped manage a team of over 300 staff, based out of offices in Philippines, Hong Kong and Greater China. Since 2017, Mr. Keng has been the president of Shiji Dingfeng Investment Co, Ltd., Huanya International Co., Ltd., and Quanzhou Chiyuan Trade Co., Ltd., where he supervised an early investment round of 85 million RMB into Enovate Motors, a leading electric vehicle manufacturer in China. During his tenure, the valuation of the acquisition increased to approximately 1.6 billion RMB. Due to this involvement, Mr. Keng became the CEO of Enovate Motors Philippines, which is the official distributor of Enovate vehicles, charging station, and app development in the Philippines. Mr. Keng graduated from the Shanghai University of Finance and Economics with a Bachelor’s degree in Finance.

ByKristi Marvin