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):
September 26, 2022
MALACCA STRAITS ACQUISITION COMPANY LIMITED
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-39383 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
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:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange
on Which
Registered |
| Units, each consisting of one Class A Ordinary Share and one-half
of one Redeemable Warrant |
|
MLACU |
|
The Nasdaq Stock Market LLC |
| Class
A Ordinary Shares, par value $0.0001 per share |
|
MLAC |
|
The Nasdaq
Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A Ordinary
Share for $11.50 per share |
|
MLACW |
|
The Nasdaq Stock Market LLC |
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:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
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.
On September 26, 2022, Malacca Straits Acquisition
Company Limited, a Cayman Islands exempted company (“Malacca”) issued a press release announcing the execution of
an Agreement and Plan of Merger, dated September 26, 2022, by and among Malacca and Indiev, Inc, a California corporation (“INDIEV”)
and the other parties thereto (as may be amended and/or restated from time to time, the “Business Combination Agreement”).
Pursuant to the terms of the Business Combination Agreement: (i) Malacca has formed MLAC Merger Sub, Inc, a Delaware corporation (“Merger
Sub”), as its wholly-owned subsidiary; (ii) prior to the closing of the transactions contemplated by the Business Combination
Agreement (the “Closing”) Malacca shall continue out of the Cayman Islands and re-domicile in the State of Delaware
becoming a Delaware corporation, and, INDIEV will re-domesticate from the State of California to the State of Delaware becoming a Delaware
corporation; and (iii) at the Closing, Merger Sub will merge with and into INDIEV, with INDIEV continuing as the surviving entity and
wholly-owned subsidiary of Malacca, and with each INDIEV stockholder receiving shares of Malacca’s common stock at the Closing.
A copy of the press release relating to entry
into the Business Combination Agreement is furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including
Exhibits 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it
be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional Information and Where to Find It
This current report on Form 8-K is provided for
informational purposes only and contains information with respect to a proposed business combination (the “Proposed Business
Combination”) among Malacca and INDIEV. Malacca intends to file an additional current report on Form 8-K on or before September
30, 2022, regarding the entry into the Business Combination Agreement.
In connection with the Proposed Business Combination,
Malacca intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement to Malacca shareholders
and a prospectus for the registration of Malacca securities in connection with the Proposed Business Combination (as amended from time
to time, the “Registration Statement”). After the Registration Statement is declared effective by the SEC, the definitive
proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Malacca as of the record date in the future
to be established for voting on the Proposed Business Combination and will contain important information about the Proposed Business
Combination and related matters. Shareholders of Malacca and other interested persons are advised to read, when available, these materials
(including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about
Malacca, INDIEV and the Proposed Business Combination. Shareholders and other interested persons will also be able to obtain copies of
the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with
the Proposed Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request
to: Malacca Straits Acquisition Company Limited, Unit 601-2, St. George’s Building, 2 Ice House Street Central, Hong Kong, Attn:
Gordon Lo, Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this press
release in each case is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
This Form 8-K is not a solicitation of a proxy
from any investor or securityholder. Malacca, INDIEV and their respective directors and executive officers may be deemed participants
in the solicitation of proxies from Malacca’s shareholders in connection with the Proposed Business Combination. Malacca’s
shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers
of Malacca in Malacca’s Form 10-K, filed with the SEC on March 31, 2022, or its Form 10-Q, filed with the SEC on August 18, 2022.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Malacca’s
shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus for the Proposed
Business Combination, accompanying the Registration Statement that Malacca intends to file with the SEC. Additional information regarding
the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will likewise be included
in that Registration Statement. You may obtain free copies of these documents as described above.
No Offer or Solicitation
This Form 8-K is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not
constitute an offer to sell or a 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 state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of
a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Malacca’s
and INDIEV’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. Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements
of historical facts. No representations or warranties, express or implied are given in, or in respect of, this press release. When we
use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,”
“anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical
matters, it is making forward-looking statements.
These forward-looking statements and factors
that may cause actual results to differ materially from current expectations include, but are not limited to: the ability of the parties
to complete the transactions contemplated by the Proposed Business Combination in a timely manner or at all; the risk that the Proposed
Business Combination or other business combination may not be completed by Malacca’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline; the outcome of any legal proceedings that may be instituted against
Malacca, INDIEV or others following the announcement of the Proposed Business Combination and any definitive agreements with respect
thereto; the inability to satisfy the conditions to the consummation of the Proposed Business Combination, including the approval of
the Proposed Business Combination by the shareholders of Malacca; the occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement relating to the Proposed Business Combination; the ability to meet stock exchange
listing standards following the consummation of the Proposed Business Combination; the effect of the announcement or pendency of the
Proposed Business Combination on INDIEV’s business relationships, operating results, current plans and operations of INDIEV; the
ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition,
the ability of INDIEV to grow and manage growth profitably; the possibility that INDIEV may be adversely affected by other economic,
business, and/or competitive factors ; INDIEV’s estimates of expenses and profitability; expectations with respect to future operating
and financial performance and growth, including the timing of the completion of the Proposed Business Combination; INDIEV’s ability
to execute on their business plans and strategy; and other risks and uncertainties described from time to time in filings with the SEC.
The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of the Registration Statement referenced above and other documents filed by Malacca from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. There may be additional
risks that neither Malacca nor INDIEV presently know, or that Malacca and INDIEV currently believe are immaterial, that could cause actual
results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested
persons are cautioned not to place undue reliance upon any forward-looking statements in this press release. Neither Malacca nor INDIEV
undertakes any obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after
the date of this press release, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
| |
MALACCA STRAITS ACQUISITION COMPANY LIMITED |
| |
|
| |
By: |
/s/ Gordon Lo |
| |
Name: |
Gordon Lo |
| |
Title: |
Chief Executive Officer and President |
| |
|
|
| Dated: September 26, 2022 |
|
|
4
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