UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 21, 2021
MALACCA
STRAITS ACQUISITION COMPANY LIMITED
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
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001-39383
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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Unit
601-2
St.
George’s Building
2
Ice House Street
Central,
Hong Kong
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +852 21060888
Not
Applicable
(Former name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Units,
each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant
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MLACU
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The
Nasdaq Stock Market LLC
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Class
A Ordinary Shares, par value $0.0001 per share
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MLAC
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The
Nasdaq Stock Market LLC
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Warrants,
each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
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MLACW
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The
Nasdaq Stock Market LLC
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01 Regulation FD Disclosure.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation
(the “Investor Presentation”) that will be used by Malacca Straits Acquisition Company Limited (Nasdaq: MLACU,
MLAC and MLACW), a special purpose acquisition company organized under the laws of the Cayman Islands (“Malacca”),
in connection with the transactions contemplated by the Business Combination Agreement described below.
The
Investor Presentation is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
8.01 Other Events.
On
March 22, 2021, Malacca issued a press release announcing the execution of a definitive Business Combination Agreement, dated
as of March 21, 2021 (the “Business Combination Agreement”), with PT Asia Vision Network, an Indonesian limited
liability company (“AVN”) and indirect 99.99% owned subsidiary of PT MNC Vision Networks TBK, an Indonesian
public limited liability company, and new holding company for Vision+, Indonesia’s fastest growing OTT business and MNC
Play, the 3rd largest broadband and IPTV operator in Indonesia. Pursuant to the Business Combination Agreement, subject to the
terms and conditions set forth therein, a newly-formed Cayman Islands subsidiary of AVN will merge with and into Malacca, with
Malacca surviving the merger as a wholly-owned subsidiary of AVN, and with AVN becoming the successor US-listed company to Malacca.
A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Forward-Looking
Statements
This
report contains, and certain oral statements made by representatives of Malacca and AVN and their respective affiliates, from
time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. Malacca’s and AVN’s actual results may differ from their
expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “might” and “continues,”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without
limitation, Malacca’s and AVN’s expectations with respect to future performance of AVN, anticipated financial impacts
of the proposed transaction (the “Transaction”), the anticipated addressable market for AVN, the satisfaction
of the closing conditions to the Transaction, the pre-money valuation of AVN (which is subject to certain inputs that may change
prior to the closing of the Transaction and is subject to adjustment after the closing of the Transaction), and the timing of
the closing of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause
actual results to differ materially from expected results. Most of these factors are outside the control of Malacca and are difficult
to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the inability to consummate
the Transaction, including due to failure to obtain approval of the shareholders of Malacca or other conditions to the closing
in the Business Combination Agreement; (3) delays in obtaining or the inability to obtain any necessary regulatory approvals required
to complete the Transaction; (4) the inability to obtain the listing of AVN’s securities on Nasdaq following the Transaction;
(5) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the
Transaction; (6) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things,
competition, the ability of AVN to grow and manage growth economically and hire and retain key employees; (7) costs related to
the Transaction; (8) changes in applicable laws or regulations; (9) the effect of the COVID-19 pandemic on Malacca or AVN and
their ability to consummate the Transaction; (10) the possibility that Malacca or AVN may be adversely affected by other economic,
business, and/or competitive factors; and (11) other risks and uncertainties to be identified in the registration/proxy statement
(when available) relating to the Transaction, including those under “Risk Factors” therein, and in other filings with
the Securities and Exchange Commission (the “SEC”) made by Malacca or AVN. Malacca and AVN caution that the
foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. None of Malacca or AVN undertakes or accepts any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is based, subject to applicable law.
Readers
are referred to the most recent reports filed with the SEC by Malacca. Readers are cautioned not to place undue reliance upon
any forward-looking statements, which speak only as of the date made, and Malacca undertakes no obligation to update or revise
the forward-looking statements, whether as a result of new information, future events or otherwise.
Information
Sources; No Representations
The
press release and Investor Presentation have prepared for use by Malacca and AVN in connection with the Transaction. The
information therein does not purport to be all-inclusive. The information therein is derived from various internal and external
sources, with all information relating to the business, past performance, results of operations and financial condition of Malacca derived entirely from Malacca and all information relating to the business, past performance, results of operations
and financial condition of AVN derived entirely from AVN. No representation is made as to the reasonableness of the assumptions
made with respect to the information therein, or to the accuracy or completeness of any projections or modeling or any other information
contained therein. Any data on past performance or modeling contained therein is not an indication as to future performance.
No
representations or warranties, express or implied, are given in respect of the press release or Investor Presentation. To the
fullest extent permitted by law in no circumstances will Malacca or AVN, or any of their respective subsidiaries, affiliates,
shareholders, representatives, partners, directors, officers, employees, advisors or agents, be responsible or liable for any
direct, indirect or consequential loss or loss of profit arising from the use of the press release or Investor Presentation, its
contents (including without limitation any projections or models), any omissions, reliance on information contained within it,
or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in any
way to the operations of AVN has been derived, directly or indirectly, exclusively from AVN and has not been independently verified
by Malacca. Neither the independent auditors of Malacca nor the independent auditors of or AVN audited, reviewed,
compiled or performed any procedures with respect to any projections or models for the purpose of their inclusion in the press
release or Investor Presentation and, accordingly, neither of them expressed any opinion or provided any other form of assurances
with respect thereto for the purposes of the press release or Investor Presentation.
Important
Information About the Transactions and Where to Find It
Malacca
and AVN will file relevant materials with the SEC, including a Form F-4 registration statement to be filed by AVN, which will
include a prospectus with respect to AVN’s securities to be issued in connection with the proposed business combination
and a proxy statement of Malacca with respect to Malacca’s shareholder meeting at which Malacca’s shareholders will
be asked to vote on the proposed Business Combination and related matters. MALACCA’S SHAREHOLDERS AND OTHER INTERESTED PERSONS
ARE ADVISED TO READ, WHEN AVAILABLE, THE F-4 AND THE AMENDMENTS THERETO AND OTHER INFORMATION FILED WITH THE SEC IN CONNECTION
WITH THE TRANSACTION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT MALACCA, AVN AND THE TRANSACTION. When available,
the Proxy Statement contained in the F-4 and other relevant materials for the Transaction will be mailed to shareholders of Malacca
as of a record date to be established for voting on the proposed business combination and related matters. The preliminary F-4
and Proxy Statement, the final F-4 and definitive Proxy Statement and other relevant materials in connection with the Transaction
(when they become available), and any other documents filed by Malacca with the SEC, may be obtained free of charge at the SEC’s
website (www.sec.gov) or by writing to Malacca at Unit 601-2, St. George’s Building, 2 Ice House Street, Central, Hong Kong.
Information filed with the SEC is also available on the SEC’s website at www.sec.gov.
Participants
in the Solicitation
Malacca
and AVN and their respective directors, executive officers and employees and other persons may be deemed to be participants in
the solicitation of proxies from the holders of Malacca ordinary shares in respect of the proposed business combination. Malacca
shareholders and other interested persons may obtain more detailed information regarding the names and interests in the Transaction
of Malacca’s directors and officers in Malacca’s and AVN’s filings with the SEC, including when filed, the F-4
and the Proxy Statement. These documents can be obtained free of charge from the sources indicated above.
Disclaimer
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed
transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale
would be unlawful prior to the 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 of 1933,
as amended.
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Item
9.01.
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Financial
Statements and Exhibits.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MALACCA STRAITS ACQUISITION COMPANY
LIMITED
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By:
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/s/ Kenneth
Ng
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Name: Kenneth Ng
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Title: Chief Executive Officer
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(Principal Executive Officer)
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Dated: March 22, 2021
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4
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