INDO Indonesia Energy Corporation Limited

 

As filed with the Securities and Exchange Commission on May 17, 2024.

 

Registration No. 333-278175

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No.1

to

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Indonesia Energy Corporation Limited

(Exact name of registrant as specified in its charter)

 

Not Applicable

(Translation of registrant’s name into English)

 

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

GIESMART PLAZA 7th Floor

Jl. Raya Pasar Minggu No. 17A

Pancoran – Jakarta 12780 Indonesia

(Address and telephone number of Registrant’s principal executive offices)

 

James J. Huang

Chief Investment Officer

GIESMART PLAZA 7^th Floor

Jl. Raya Pasar Minggu No. 17A

Pancoran – Jakarta 12780 Indonesia

+62 21 576 8888

(Name, address, and telephone number of agent for service)

 

Copies to:

 

Barry I. Grossman Esq.

Lawrence A. Rosenbloom, Esq.

Ellenoff Grossman &Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105

Tel: (212) 370-1300

Fax: (212) 370-7889

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

 

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

 

This registration statement contains:

 

	●	a base prospectus, which covers the offering, issuance and sale by the registrant of up to a maximum aggregate offering price of $50,000,000 of the registrant’s ordinary shares, preferred shares, warrants, debt securities, rights, depositary shares, and/or units from time to time in one or more offerings; and
	●	a sales agreement prospectus, which covers the offering, issuance and sale by the registrant of up to a maximum aggregate offering price of approximately $9,600,000 of the registrant’s ordinary shares that may be issued and sold from time to time under an At The Market Offering Agreement, dated December 14, 2022, as amended on March 22, 2024, with H.C. Wainwright & Co., LLC, as sales agent.

 

The base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in a prospectus supplement to the base prospectus. The sales agreement prospectus immediately follows the base prospectus. The $9,600,000 of ordinary shares that may be offered, issued and sold by the registrant under the sales agreement prospectus is included in the $50,000,000 of securities that may be offered, issued and sold by the registrant under the base prospectus. In connection with such offers and when accompanied by the base prospectus included in the registration statement of which this prospectus forms a part, such sales agreement prospectus will be deemed a prospectus supplement to such base prospectus. Upon termination of the sales agreement with H.C. Wainwright & Co., LLC, any portion of the $9,600,000 included in the sales agreement prospectus that is not sold pursuant to the sales agreement will be available for sale in other offerings pursuant to the base prospectus and a corresponding prospectus supplement, and if no shares are sold under the sales agreement, the full $50,000,000 of securities may be sold in other offerings pursuant to the base prospectus and a corresponding prospectus supplement.

 

 

The information in this prospectus is not complete and may be changed. We cannot sell these securities until the registration statement that we have filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where their offer or sale is not permitted.

 

PROSPECTUS

Subject to Completion, dated May 17, 2024.

 

 

Indonesia Energy Corporation Limited

 

US$50,000,000

 

Ordinary Shares

Preferred Shares

Warrants

Debt Securities

Rights

Depositary Shares

Units

 

Indonesia Energy Corporation Limited (the “Company,” “we,” “us,” “our”) may offer the securities described in this prospectus from time to time in amounts, at prices and on terms to be determined at or prior to the time of the offering. We refer to the ordinary shares, the preferred shares, the warrants, the debt securities, the rights, the depositary shares and the units comprised of, or other combinations of, the foregoing securities as the “Securities”. This prospectus describes the general manner in which the Securities may be offered using this prospectus. We will provide specific terms and offering prices of these Securities in supplements to this prospectus. Any supplement to this prospectus may also add, update or change information contained in this prospectus. You should read this prospectus and the accompanying prospectus supplements carefully before you invest in the Securities.

 

We may offer the Securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or directly to investors (including our shareholders), on a continuous or delayed basis. The supplement to this prospectus for each offering of Securities will describe in detail the plan of distribution for that offering.

 

Our ordinary shares are listed on the NYSE American under the symbol “INDO”.

 

We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements.

 

So long as the aggregate market value worldwide of our outstanding common equity held by non-affiliates (which we refer to as our public float) is less than US$75 million, the aggregate market value of Securities sold by us under this prospectus during the period of 12 calendar months immediately prior to, and including, the date of sale may be no more than one-third of the public float. The aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $28,808,815, based on 10,202,694 ordinary shares outstanding as of May 15, 2024, of which 4,738,292 ordinary shares were held by non-affiliates, and a per share price of $6.08, which was the highest closing price on the NYSE American of our ordinary shares during the last 60 days.

 

An investment in our Securities is speculative and involves significant risks. See “Risk Factors” beginning on page 2 of this prospectus and under similar headings in any amendment or supplement to this prospectus or as updated by any subsequent filing with the Securities and Exchange Commission that is incorporated by reference herein.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is           , 2024.

 

 

TABLE OF CONTENTS

 

	Page
About this Prospectus	ii
Cautionary Note Regarding Forward-Looking Statements	iii
Prospectus Summary	1
Risk Factors	2
Offer Statistics and Expected Timetable	2
Use of Proceeds	2
Capitalization	3
Description of Share Capital	3
Description of Preferred Shares	6
Description of Warrants	6
Description of Debt Securities	7
Description of Rights	10
Description of Depository Shares	11
Description of Units	13
Plan of Distribution	13
Expenses	15
Legal Matters	16
Experts	16
Enforceability of Civil Liabilities	16
Incorporation by Reference	17
Where You Can Find Additional Information	18

 

You should rely only on the information provided by this prospectus, any prospectus supplement and any information incorporated by reference. We have not authorized anyone else to provide you with different or additional information or to make any representations other than those contained in or incorporated by reference to this prospectus or any accompanying prospectus supplement. We have not taken any action to permit a public offering of the Securities described in this prospectus outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must observe any restrictions relating to the offering of the Securities described in this prospectus and the distribution of this prospectus outside of the United States. This prospectus is not an offer to sell, or solicitation of an offer to buy, any Securities in any circumstances under which the offer of solicitation is unlawful.

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this process, we may, from time to time, sell any combination of the Securities in one or more offerings. The Securities to be sold pursuant to this registration statement may have a total aggregate value of up to US$50,000,000. This prospectus does not contain all of the information included in the registration statement. You should refer to the registration statement including the exhibits before making a decision to purchase any Securities described in this prospectus.

 

The information in this prospectus is accurate as of the date on the front cover of this prospectus. Neither the delivery of this prospectus nor the sale of any Securities described in this prospectus means that information contained in this prospectus is correct after the date of this prospectus or as of any other date. We will provide a prospectus supplement each time we sell any Securities described in this prospectus and you should read both this prospectus and the prospectus supplement, together with any information incorporated by reference, before making an investment decision.

 

A prospectus supplement may provide updated, changed or additional information to the information contained in this prospectus. You should rely on the information contained in the prospectus supplement to the extent there is any conflict between the information contained in this prospectus and the prospectus supplement. Any statement in a prospectus supplement or any document incorporated by reference with a later date will supersede or modify an earlier statement in any document with an earlier date. Any information incorporated by reference is only accurate as of the date of the document incorporated by reference. You may access the registration statement, exhibits and other reports we file with the SEC on its website. More information regarding how you can access this and other information is included under the heading “Where You Can Find Additional Information.”

 

Unless otherwise indicated or the context implies otherwise:

 

	●	“debt securities” refers to our debt securities which may be issued under this registration statement;
	●	“depositary shares” refers to our depositary shares which may be issued under this registration statement;
	●	“Government” refers to the government of Indonesia or its agencies;
	●	“Indonesia Energy”, “we”, “us”, “our” or the “Company” refers to Indonesia Energy Corporation Limited and its direct and indirect subsidiaries, unless the context requires otherwise;
	●	“ordinary shares” refers to our ordinary shares, par value $0.00267 per share, which may be issued under this registration statement;
	●	“preferred shares” refers to our preferred shares which may be issued under this registration statement;
	●	“rights” refers to rights to purchase Securities which may be issued under this registration statement;
	●	“Securities” refers to ordinary shares, preferred shares, warrants, debt securities, rights, depositary shares and units comprised of, or other combinations of, the foregoing securities;
	●	“units” refers to units of Securities which may be issued under this registration statement; and
	●	“warrants” refers to our warrants which may be issued under this registration statement.

 

Unless otherwise noted, all other financial and other data related to our Company in this prospectus and any prospectus supplement is presented in U.S. dollars. All references to “$” or “US$” in this prospectus and any prospectus supplement mean U.S. dollars unless the context otherwise requires. Our fiscal year end is December 31. References to a particular “fiscal year” are to our fiscal year ended December 31 of that calendar year.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus, any prospectus supplement, any free writing prospectus, and the documents incorporated by reference may contain forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this prospectus, any prospectus supplement, any free writing prospectus, or the documents incorporated by reference, regarding our strategy, future operations, financial position, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, any prospectus supplement, any free writing prospectus, or the documents incorporated by reference, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project,” or the negative of these terms, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, any prospectus supplement, any free writing prospectus, and the documents incorporated by reference, we caution you that these statements are based on a combination of facts and important factors currently known by us and our expectations of the future, about which we cannot be certain.

 

Forward-looking statements may include statements about:

 

	●	our overall ability (including our anticipated timing)  to meet our goals and strategies, including our plans to continue to conduct seismic interpretation activities, and drill additional wells at Kruh Block, to drill and develop Citarum Block or acquire rights in additional oil and gas assets in the future;
	●	The economic and capital markets impact of macro-economic and other conditions beyond our control (such as the war between Russia and Ukraine, the conflict between Israel and Hamas, inflation, interest rates and the political situation in Indonesia) on the demand for our oil and gas products in Indonesia and the price of our oil and gas products;
	●	our ability to estimate our oil reserves;
	●	our ability to anticipate our capital needs, financial condition and results of operations;
	●	the anticipated prices for, and volatility in the prices for, oil and gas products and the growth of the oil and gas market in Indonesia and worldwide;
	●	our expectations regarding our relationships with the Indonesian government (“Government”) and its oil and gas regulatory agencies;
	●	relevant Government policies and regulations relating to our industry; and
	●	our corporate structure and related laws, rules and regulations.

 

All forward-looking statements speak only as of the date of this prospectus or, in the case of any prospectus supplement, any free writing prospectus, or any document incorporated by reference, that prospectus supplement, free writing prospectus or document. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements we make in this prospectus are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Important factors that could cause our actual results to differ materially from our expectations are disclosed and described under “Risk Factors”, elsewhere in this prospectus, any prospectus supplement, any free writing prospectus and in filings incorporated by reference.

 

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

 

 

 

RISK FACTORS

 

An investment in our Securities is speculative and involves significant risks. You should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023 (“2023 Annual Report”), as filed with the SEC on April 26, 2024, and all other information contained in, or incorporated by reference in, this prospectus and any prospectus supplement or related free writing prospectus before you decide to invest in the Securities. If any such risks actually occur, our business, prospects, financial condition, results of operations and cash flow could be materially and adversely affected, thus potentially causing the trading price of any or all of our Securities to decline and you could lose all or part of your investment.

 

Such risks are not exhaustive. We may face additional risks that are presently unknown to us or that we believe to be immaterial as of the date of this prospectus. Known and unknown risks and uncertainties may significantly impact and impair our business operations.

 

In addition to the risks described under “Risk Factors” in our 2023 Annual Report and our future annual and other reports as filed with the SEC from time to time, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:

 

	●	Our overall ability (including our anticipated timing)  to meet our goals and strategies, including our plans to continue to conduct seismic interpretation activities and drill additional wells at Kruh Block, to drill and develop Citarum Block or acquire rights in additional oil and gas assets in the future;
	●	The economic and capital markets impact of macro-economic and other conditions beyond our control (such as the war between Russia and Ukraine, the conflict between Israel and Hamas, inflation, interest rates and the political situation in Indonesia) on the demand for our oil and gas products in Indonesia and the price of our oil and gas products;
	●	Our ability to estimate our oil reserves;
	●	Our ability to anticipate our capital needs, financial condition and results of operations;
	●	The anticipated prices for, and volatility in the prices for, oil and gas products and the growth of the oil and gas market in Indonesia and worldwide;
	●	Our expectations regarding our relationships with the Government and its oil and gas regulatory agencies;
	●	Relevant Government policies and regulations relating to our industry; and
	●	Our corporate structure and related laws, rules and regulations.

 

OFFER STATISTICS AND EXPECTED TIMETABLE

 

We may sell from time to time pursuant to this prospectus (as may be detailed in one or more prospectus supplements) an indeterminate number of Securities as shall have a maximum aggregate offering price of $50,000,000. The actual price and terms of the Securities that we will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer.

 

Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell Securities pursuant to the registration statement of which this prospectus forms a part with a value of more than one-third of the aggregate market value of our ordinary shares held by non-affiliates in any 12 calendar month period, so long as the aggregate market value of our ordinary shares held by non-affiliates is less than $75,000,000. In the event that subsequent to the effective date of the registration statement of which this prospectus forms a part, the aggregate market value of our outstanding ordinary shares held by non-affiliates equals or exceeds $75,000,000, then the one-third limitation on sales shall not apply to additional sales made pursuant to this registration statement. We will state on the cover of each prospectus supplement the amount of our outstanding ordinary shares held by non-affiliates, the amount of Securities being offered and the amount of Securities sold during the prior 12 calendar month period that ends on, and includes, the date of the prospectus supplement.

 

USE OF PROCEEDS

 

Unless otherwise indicated in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of the Securities for general corporate purposes and to advance our commercial seismic, drilling and exploration operations. We may also use a portion of the net proceeds towards the possible acquisition of, or investment in, additional oil producing or exploratory blocks. Proceeds may also be used at our discretion for specific purposes described in any prospectus supplement. Pending these uses, we intend to invest the net proceeds primarily in bank deposits.

 

 

As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we may have upon completion of an offering or offerings. Accordingly, we will retain broad discretion over the use of these proceeds.

 

CAPITALIZATION

 

A prospectus supplement or report on Form 6-K incorporated by reference into the registration statement of which this prospectus forms a part will include information on our consolidated capitalization.

 

DESCRIPTION OF SHARE CAPITAL

 

General. We are authorized to issue 37,500,000 ordinary shares of par value US$0.00267 each. As of May 15, 2024, we had 10,202,694 ordinary shares outstanding. All of our issued and outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form and are issued when registered in our register of members. Our shareholders, whether or not they are non-residents of the Cayman Islands, may freely hold and transfer their ordinary shares in accordance with the Memorandum and Articles of Association.

 

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our articles of association provide that our board of directors may declare and pay dividends if justified by our financial position and permitted by law.

 

Voting Rights. In respect of all matters subject to a shareholders’ vote, each ordinary share is entitled to one vote. Voting at any meeting of shareholders is by show of hands unless voting by way of a poll is required by the rules of any stock exchange on which our shares are listed for trading, or a poll is demanded by the chairman of such meeting, at least two shareholders having the right to vote at the meeting or one or more shareholders holding not less than 10% of the total voting rights of all shareholders having the right to vote at the meeting. A quorum required for a meeting of shareholders consists of one shareholder who holds at least one-third of our issued voting shares. Shareholders’ meetings may be held annually. Each general meeting, other than an annual general meeting, shall be an extraordinary general meeting. Extraordinary general meetings may be called by a majority of our board of directors or upon a requisition of shareholders holding at the date of deposit of the requisition not less than 10% of the aggregate share capital of our company that carries the right to vote at a general meeting, in which case an advance notice of at least 21 clear days is required for the convening of our annual general meeting and other general meetings by requisition of the shareholders. An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast at a meeting. A special resolution will be required for important matters such as a change of name or making changes to our Memorandum and Articles of Association.

 

Transfer of Ordinary Shares. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors. Our board of directors may, in its absolute discretion, decline to register any transfer of any share that has not been fully paid up or is subject to a company lien. If our board of directors refuses to register a transfer, it shall, within three months after the date on which the transfer was lodged, send to each of the transferor and the transferee notice of such refusal. This, however, is unlikely to affect market transactions of the ordinary shares purchased by investors in the public offering. Since our ordinary shares are listed on the NYSE American, the legal title to such ordinary shares and the registration details of those ordinary shares in our register of members remain with DTC/Cede & Co. All market transactions with respect to those ordinary shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the DTC systems.

 

 

The registration of transfers may, on 14 calendar days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended at such times and for such periods as our board of directors may determine, provided, however, that the registration of transfers shall not be suspended, and the register may not be closed, for more than 30 days in any year as our board of directors may determine.

 

Calls on Ordinary shares and Forfeiture of Ordinary Shares. Subject to the terms of overallotment, our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 clear days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

 

Redemption of Ordinary Shares. The Companies Act and our Articles of Association permit us to purchase our own shares. In accordance with our Articles of Association and provided the necessary shareholders or board approval have been obtained, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner, provided the requirements under the Companies Act have been satisfied, including out of any combination of capital, our profits and the proceeds of a fresh issue of shares.

 

Inspection of Books and Records. Holders of our shares will have no general right under the Companies Act to inspect or obtain copies of our register of members or our corporate records.

 

Issuance of Additional Shares. Our Articles of Association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares. Our Articles of Association also authorizes our board of directors to establish from time to time one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:

 

	●	the designation of the series to be issued;
	●	the number of shares of the series;
	●	the dividend rights, dividend rates, conversion rights, voting rights; and
	●	the rights and terms of redemption and liquidation preferences.

 

Our board of directors may issue preferred shares without action by our shareholders to the extent authorized but unissued. Issuance of these shares may dilute the voting power of holders of ordinary shares.

 

Anti-Takeover Provisions. Some provisions of our articles may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue shares at such times and on such terms and conditions as the board of directors may decide without any further vote or action by our shareholders. Under the Companies Act, our directors may only exercise the rights and powers granted to them under our articles for what they believe in good faith to be in the best interests of our company and for a proper purpose.

 

Anti-money Laundering—Cayman Islands. In order to comply with legislation or regulations aimed at the prevention of money laundering, we may be required to adopt and maintain anti-money laundering procedures and may require subscribers to provide evidence to verify their identity. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

 

We reserve the right to request such information as is necessary to verify the identity of a subscriber. In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.

 

We also reserve the right to refuse to make any redemption payment to a shareholder if our directors or officers suspect or are advised that the payment of redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.

 

 

If any person resident in the Cayman Islands knows or suspects or has reason for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of their business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) a nominated officer (appointed in accordance with the Proceeds of Crime Act (Revised) of the Cayman Islands) or the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (Revised), if the disclosure relates to criminal conduct or money laundering or (ii) to a police constable or a nominated officer (pursuant to the Terrorism Act (Revised) of the Cayman Islands) or the Financial Reporting Authority, pursuant to the Terrorism Act (Revised), if the disclosure relates to involvement with terrorism or terrorist financing and terrorist property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

 

Data Protection in the Cayman Islands – Privacy Notice. This privacy notice explains the manner in which we collect, process, and maintain personal data about investors of the Company pursuant to the Data Protection Act, 2017 of the Cayman Islands, as amended from time to time and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPA”).

 

We are committed to processing personal data in accordance with the DPA. In our use of personal data, we will be characterized under the DPA as a “data controller,” whilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPA. These service providers may process personal information for their own lawful purposes in connection with services provided to us.

 

By virtue of your investment in the Company, we and certain of our service providers may collect, record, store, transfer, and otherwise process personal data by which individuals may be directly or indirectly identified.

 

Your personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for us to perform a contract to which you are a party or for taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with any legal, tax, or regulatory obligation to which we are subject, or (c) where the processing is for the purposes of legitimate interests pursued by us or by a service provider to whom the data are disclosed. As a data controller, we will only use your personal data for the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.

 

We anticipate that we will share your personal data with our service providers for the purposes set out in this privacy notice. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).

 

Your personal data shall not be held by the Company for longer than necessary with regard to the purposes of the data processing.

 

We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data.

 

We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction, or damage to the personal data.

 

 

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment into the Company, this will be relevant for those individuals and you should inform such individuals of the content.

 

You have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils our obligation in this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to stop direct marketing, (d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer your personal data, general measures we take to ensure the security of personal data, and any information available to us as to the source of your personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require us to delete your personal data in some limited circumstances.

 

If you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by accessing their website at www.ombudsman.ky.

 

DESCRIPTION OF PREFERRED SHARES

 

We are authorized to issue 3,750,000 preferred shares of a par value of $0.00267 each. Subject to the Companies Act, our directors may, in their absolute discretion and without the approval of the shareholders, create and designate out of the unissued preferred shares of our company one or more classes or series of preferred shares, comprising such number of preferred shares and having such designations, powers, preferences, privileges and other rights, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, as our directors may determine.

 

We do not have any preferred shares issued and outstanding as of the date of this prospectus. In the future we may issue preferred shares that could be converted into ordinary shares. A prospectus supplement will contain and describe the material terms of any preferred shares that we offer to the public in the United States, along with any material U.S. federal or foreign income tax considerations relating to the offer of such preferred shares.

 

DESCRIPTION OF WARRANTS

 

We may issue warrants to purchase ordinary shares in one or more series, together with other Securities or separately, as described in the applicable prospectus supplement. A general description of terms and provisions of the warrants we may offer is included below. A prospectus supplement and warrant agreement will contain specific terms of any warrants.

 

The prospectus supplement relating to any warrants will contain, as applicable, the following:

 

	●	the designation, amount and terms of the Securities purchasable on exercise of the warrants;
	●	the specific designation and aggregate number of, and the price at which we will issue, the warrants;
	●	the exercise price for ordinary shares and the number of ordinary shares to be received upon exercise of the warrants, if applicable;
	●	the date on which the right to exercise the warrants will begin and the date on which that right will expire;
	●	whether the warrants will be issued in fully registered form or bearer form, in definitive or global form, or in any combination of these forms;

 

 

	●	any material U.S. federal or foreign income tax consequences;
	●	the identity of the warrant agent and of any other depositaries, paying agents, transfer agents, registrars or other agents;
	●	the proposed listing, if any, of the warrants or any Securities purchasable upon exercise of the warrants on any securities exchange;
	●	the date from and after which the warrants and the ordinary shares will be separately transferable, if applicable;
	●	the minimum or maximum amount of the warrants that may be exercised at any time, if applicable;
	●	any information with respect to book-entry procedures;
	●	any anti-dilution provisions of the warrants;
	●	any redemption or call provisions of the warrants; and
	●	any additional terms of the warrants, including procedures and limitations with regard to the exercise and exchange of the warrants.

 

DESCRIPTION OF DEBT SECURITIES

 

As used in this prospectus, the term “debt securities” means the debentures, notes, bonds and other evidences of indebtedness that we may issue from time to time. The debt securities will either be senior debt securities, senior subordinated debt or subordinated debt securities. We may also issue convertible debt securities. Debt securities issued under an indenture (which we refer to herein as an Indenture) will be entered into between us and a trustee to be named therein.

 

The Indenture or forms of Indentures, if any, will be filed as exhibits to the registration statement of which this prospectus is a part. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the Indentures and debt securities are summaries thereof, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Indentures (and any amendments or supplements we may enter into from time to time which are permitted under each Indenture) and the debt securities, including the definitions therein of certain terms.

 

General. Unless otherwise specified in a prospectus supplement, the debt securities will be direct secured or unsecured obligations of our company. The senior debt securities will rank equally with any of our other unsecured senior and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment to any senior indebtedness.

 

We may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable Indenture and will be equal in ranking.

 

Should an indenture relate to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution of assets to satisfy our outstanding indebtedness or an event of default under a loan agreement relating to secured indebtedness of our company or its subsidiaries, the holders of such secured indebtedness, if any, would be entitled to receive payment of principal and interest prior to payments on the senior indebtedness issued under an Indenture.

 

 

Prospectus Supplement. Each prospectus supplement will describe the terms relating to the specific series of debt securities being offered. These terms will include some or all of the following:

 

	●	the title of debt securities and whether they are subordinated, senior subordinated or senior debt securities;
	●	any limit on the aggregate principal amount of debt securities of such series;
	●	the percentage of the principal amount at which the debt securities of any series will be issued;
	●	the ability to issue additional debt securities of the same series;
	●	the purchase price for the debt securities and the denominations of the debt securities;
	●	the specific designation of the series of debt securities being offered;
	●	the maturity date or dates of the debt securities and the date or dates upon which the debt securities are payable and the rate or rates at which the debt securities of the series shall bear interest, if any, which may be fixed or variable, or the method by which such rate shall be determined;
	●	the basis for calculating interest if other than 360-day year or twelve 30-day months;
	●	the date or dates from which any interest will accrue or the method by which such date or dates will be determined;
	●	the duration of any deferral period, including the maximum consecutive period during which interest payment periods may be extended;
	●	whether the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner of determining the amount of such payments;
	●	the dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to the interest payable on any interest payment date;
	●	the place or places where the principal of (and premium, if any) and interest on the debt securities will be payable, where any securities may be surrendered for registration of transfer, exchange or conversion, as applicable, and notices and demands may be delivered to or upon us pursuant to the applicable Indenture;
	●	the rate or rates of amortization of the debt securities;
	●	if we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or in part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions;
	●	our obligation or discretion, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or prices at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation, and the other terms and conditions of such obligation;
	●	the terms and conditions, if any, regarding the option or mandatory conversion or exchange of debt securities;
	●	the period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the series may be redeemed, in whole or in part at our option and, if other than by a board resolution, the manner in which any election by us to redeem the debt securities shall be evidenced;

 

 

	●	any restriction or condition on the transferability of the debt securities of a particular series;
	●	the portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration of the maturity of the debt securities in connection with any event of default if other than the full principal amount;
	●	the currency or currencies in which the debt securities will be denominated and in which principal, any premium and any interest will or may be payable or a description of any units based on or relating to a currency or currencies in which the debt securities will be denominated;
	●	provisions, if any, granting special rights to holders of the debt securities upon the occurrence of specified events;
	●	any deletions from, modifications of or additions to the events of default or our covenants with respect to the applicable series of debt securities, and whether or not such events of default or covenants are consistent with those contained in the applicable Indenture;
	●	any limitation on our ability to incur debt, redeem stock, sell our assets or other restrictions;
	●	the application, if any, of the terms of the applicable Indenture relating to defeasance and covenant defeasance (which terms are described below) to the debt securities;
	●	what subordination provisions will apply to the debt securities;
	●	the terms, if any, upon which the holders may convert or exchange the debt securities into or for our ordinary shares, preferred shares or other securities or property;
	●	whether we are issuing the debt securities in whole or in part in global form;
	●	any change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable because of an event of default;
	●	the depositary for global or certificated debt securities, if any;
	●	any material federal income tax consequences applicable to the debt securities, including any debt securities denominated and made payable, as described in the prospectus supplements, in foreign currencies, or units based on or related to foreign currencies;
	●	any right we may have to satisfy, discharge and defease our obligations under the debt securities, or terminate or eliminate restrictive covenants or events of default in the Indentures, by depositing money or U.S. government obligations with the trustee of the Indentures;
	●	the names of any trustees, depositories, authenticating or paying agents, transfer agents or registrars or other agents with respect to the debt securities;
	●	to whom any interest on any debt security shall be payable, if other than the person in whose name the security is registered, on the record date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global debt security will be paid if other than in the manner provided in the applicable Indenture;
	●	if the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units other than as stated, the currency, currencies or currency units in which it shall be paid and the periods within and terms and conditions upon which such election is to be made and the amounts payable (or the manner in which such amount shall be determined);

 

 

	●	the portion of the principal amount of any debt securities which shall be payable upon declaration of acceleration of the maturity of the debt securities pursuant to the applicable Indenture if other than the entire principal amount;
	●	if the principal amount payable at the stated maturity of any debt security of the series will not be determinable as of any one or more dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such debt securities as of any such date for any purpose, including the principal amount thereof which shall be due and payable upon any maturity other than the stated maturity or which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); and
	●	any other specific terms of the debt securities, including any modifications to the events of default under the debt securities and any other terms which may be required by or advisable under applicable laws or regulations.

 

Unless otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange. Holders of the debt securities may present registered debt securities for exchange or transfer in the manner described in the applicable prospectus supplement. Except as limited by the applicable Indenture, we will provide these services without charge, other than any tax or other governmental charge payable in connection with the exchange or transfer.

 

Debt securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified in the prospectus supplement, we may sell debt securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable prospectus supplement any special federal income tax considerations applicable to these discounted debt securities.

 

We may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on any interest payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such debt securities may receive a principal amount on any principal payment date, or interest payments on any interest payment date, that are greater or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on such dates of applicable currency, commodity, equity index or other factors. The applicable prospectus supplement will contain information as to how we will determine the amount of principal or interest payable on any date, as well as the currencies, commodities, equity indices or other factors to which the amount payable on that date relates and certain additional tax considerations.

 

DESCRIPTION OF RIGHTS

 

We may issue rights to purchase our Securities. The rights may or may not be transferable by the persons purchasing or receiving the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered Securities remaining unsubscribed for after such rights offering. Each series of rights will be issued under a separate rights agent agreement to be entered into between us and one or more banks, trust companies or other financial institutions, as rights agent, which we will name in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights.

 

The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:

 

	●	the date of determining the security holders entitled to the rights distribution;
	●	the aggregate number of rights issued and the aggregate amount of Securities purchasable upon exercise of the rights;

 

 

	●	the exercise price;
	●	the conditions to completion of the rights offering;
	●	the date on which the right to exercise the rights will commence and the date on which the rights will expire; and
	●	any applicable federal income tax considerations.

 

Each right would entitle the holder of the rights to purchase for cash the principal amount of Securities at the exercise price set forth in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.

 

If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed Securities directly to persons other than our security holders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

 

DESCRIPTION OF DEPOSITARY SHARES

 

We may offer fractional ordinary shares and preferred shares, rather than full ordinary shares or preferred shares. If we decide to offer fractional ordinary shares or preferred shares, we will issue receipts for depositary shares. Each depositary share will represent a fraction of a share of a particular series of our ordinary shares or preferred shares, and the applicable prospectus supplement will indicate that fraction. The ordinary shares and preferred shares represented by depositary shares will be deposited under a deposit agreement between us and a depositary that is a bank or trust company that meets certain requirements and is selected by us. The depositary will be specified in the applicable prospectus supplement. Each owner of a depositary share will be entitled to all of the rights and preferences of the ordinary shares or preferred shares represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional ordinary shares or preferred shares in accordance with the terms of the offering. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a report on Form 6-K that we file with the SEC, forms of the deposit agreement, form of certificate of designation relating to preferred shares, form of depositary receipts and any other related agreements.

 

Dividends and Other Distributions. The depositary will distribute all cash dividends or other cash distributions received by it in respect of the ordinary shares or preferred shares to the record holders of depositary shares relating to such ordinary shares or preferred shares in proportion to the numbers of depositary shares held on the relevant record date.

 

In the event of a distribution other than in cash, the depositary will distribute securities or property received by it to the record holders of depositary shares in proportion to the numbers of depositary shares held on the relevant record date, unless the depositary determines that it is not feasible to make such distribution. In that case, the depositary may make the distribution by such method as it deems equitable and practicable. One such possible method is for the depositary to sell the securities or property and then distribute the net proceeds from the sale as provided in the case of a cash distribution.

 

Redemption of Depositary Shares. Whenever we redeem the ordinary shares or preferred shares, the depositary will redeem a number of depositary shares representing the same number of preferred shares so redeemed. If fewer than all of the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot, pro rata or by any other equitable method as the depositary may determine.

 

 

Voting of Underlying Shares. Upon receipt of notice of any meeting at which the holders of our ordinary shares or preferred shares of any series are entitled to vote, the depositary will mail the information contained in the notice of the meeting to the record holders of the depositary shares relating to ordinary shares or that series of preferred shares. Each record holder of the depositary shares on the record date will be entitled to instruct the depositary as to the exercise of the voting rights represented by the number of preferred shares underlying the holder’s depositary shares. The depositary will endeavor, to the extent it is practical to do so, to vote the number of whole ordinary shares or preferred shares underlying such depositary shares in accordance with such instructions. We will agree to take all action that the depositary may deem reasonably necessary in order to enable the depositary to do so. To the extent the depositary does not receive specific instructions from the holders of depositary shares relating to such ordinary shares or preferred shares, it will abstain from voting such ordinary shares or preferred shares.

 

Withdrawal of Shares. Upon surrender of depositary receipts representing any number of whole shares at the depositary’s office, unless the related depositary shares previously have been called for redemption, the holder of the depositary shares evidenced by the depositary receipts will be entitled to delivery of the number of whole shares of the ordinary shares or the related series of preferred shares and all money and other property, if any, underlying such depositary shares. However, once such an exchange is made, the ordinary shares or preferred shares cannot thereafter be re-deposited in exchange for depositary shares. Holders of depositary shares will be entitled to receive whole shares of the ordinary shares or the related series of preferred shares on the basis set forth in the applicable prospectus supplement. If the depositary receipts delivered by the holder evidence a number of depositary shares representing more than the number of whole ordinary shares or preferred shares of the related series to be withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt evidencing the excess number of depositary shares.

 

Amendment and Termination of Depositary Agreement. The form of depositary receipt evidencing the depositary shares and any provision of the applicable depositary agreement may at any time be amended by agreement between us and the depositary. We may, with the consent of the depositary, amend the depositary agreement from time to time in any manner that we desire. However, if the amendment would materially and adversely alter the rights of the existing holders of depositary shares, the amendment would need to be approved by the holders of at least a majority of the depositary shares then outstanding.

 

The depositary agreement may be terminated by us or the depositary if:

 

	●	all outstanding depositary shares have been redeemed; or
	●	there has been a final distribution in respect of the preferred shares of the applicable series in connection with our liquidation, dissolution or winding up and such distribution has been made to the holders of depositary receipts.

 

Resignation and Removal of Depositary. The depositary may resign at any time by delivering to us notice of its election to do so. We may remove a depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of appointment.

 

Charges of Depositary. We will pay all transfer and other taxes and governmental charges arising solely from the existence of any depositary arrangements. We will pay all charges of each depositary in connection with the initial deposit of the ordinary shares or preferred shares of any series, the initial issuance of the depositary shares, any redemption of such ordinary shares or preferred shares and any withdrawals of such ordinary shares or preferred shares by holders of depositary shares. Holders of depositary shares will be required to pay any other transfer taxes.

 

Notices. Each depositary will forward to the holders of the applicable depositary shares all notices, reports and communications from us which are delivered to such depositary and which we are required to furnish the holders of the ordinary shares or preferred shares represented by such depositary shares.

 

 

Miscellaneous. The depositary agreement may contain provisions that limit our liability and the liability of the depositary to the holders of depositary shares. Both the depositary and we are also entitled to an indemnity from the holders of the depositary shares prior to bringing, or defending against, any legal proceeding. We or any depositary may rely upon written advice of counsel or accountants, or information provided by persons presenting ordinary shares or preferred shares for deposit, holders of depositary shares or other persons believed by us to be competent and on documents believed by us or them to be genuine.

 

DESCRIPTION OF UNITS

 

We may issue units consisting of any combination of the other types of Securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name and address of the unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific unit agreements, if any, will contain additional important terms and provisions. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from a report that we file with the SEC, the form of unit and the form of each unit agreement, if any, relating to units offered under this prospectus.

 

If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable

 

	●	the title of the series of units;
	●	identification and description of the separate constituent Securities comprising the units;
	●	the price or prices at which the units will be issued;
	●	the date, if any, on and after which the constituent Securities comprising the units will be separately transferable;
	●	a discussion of certain United States federal income tax considerations applicable to the units; and
	●	any other material terms of the units and their constituent Securities.

 

PLAN OF DISTRIBUTION

 

We may sell the Securities in any one or more of the following ways from time to time, including any combination thereof:

 

	●	to or through underwriters;
	●	to or through dealers;
	●	to our shareholders under a rights entitlement offering;
	●	through agents; or
	●	directly to purchasers, including our affiliates.

 

The prospectus supplement relating to a particular offering of our Securities will set forth the terms of such offering, including:

 

	●	the type of Securities to be offered;
	●	the name or names of any underwriters, dealers or agents and the amounts of the Securities underwritten or purchased by each of them;

 

 

	●	the purchase price of the offered Securities and the proceeds to us from such sale;
	●	any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation;
	●	the initial offering price;
	●	any discounts or concessions allowed or re-allowed to be paid to dealers; and
	●	any securities exchanges on which the offered Securities may be listed.

 

Any initial offering prices, discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

 

The distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices.

 

If the Securities are sold by means of an underwritten offering, we will execute an underwriting agreement with an underwriter or underwriters, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the prospectus supplement which will be used by the underwriters to sell the Securities. If underwriters are utilized in the sale of the Securities, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of sale.

 

Our Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. If any underwriter or underwriters are utilized in the sale of the Securities, unless otherwise indicated in the prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to conditions precedent and that the underwriters with respect to a sale of the Securities will be obligated to purchase all of those Securities if they purchase any of those Securities.

 

We may grant to the underwriters options to purchase additional Securities to cover over-allotments, if any, at the public offering price with additional underwriting discounts or commissions. If we grant any over-allotment option, the terms of any over-allotment option will be set forth in the prospectus supplement relating to those Securities.

 

If a dealer is utilized in the sale of the Securities in respect of which this prospectus is delivered, we will sell those Securities to the dealer as principal. The dealer may then resell those Securities to the public at varying prices to be determined by the dealer at the time of resale. Any reselling dealer may be deemed to be an underwriter, as the term is defined in the Securities Act, of the Securities so offered and sold. The name of the dealer and the terms of the transaction will be set forth in the related prospectus supplement.

 

Offers to purchase the Securities may be solicited by agents designated by us from time to time. Any agent involved in the offer or sale of the Securities will be named, and any commissions payable by us to the agent will be set forth, in the applicable prospectus supplement. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the Securities so offered and sold.

 

Offers to purchase the Securities may be solicited directly by us and the sale of those Securities may be made by us directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of those Securities. The terms of any sales of this type will be described in the related prospectus supplement.

 

 

If so indicated in the prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by institutions to purchase Securities from us pursuant to contracts providing for payments and delivery on a future date. Institutions with which contracts of this type may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases those institutions must be approved by us. The obligations of any purchaser under any contract of this type will be subject to the condition that the purchase of the Securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of those contracts.

 

Disclosure in the prospectus supplement of our use of delayed delivery contracts will include the commission that underwriters and agents soliciting purchases of the Securities under delayed contracts will be entitled to receive in addition to the date when we will demand payment and delivery of the Securities under the delayed delivery contracts. These delayed delivery contracts will be subject only to the conditions that we describe in the prospectus supplement.

 

In connection with the offering of the Securities, persons participating in the offering, such as any underwriters, may purchase and sell the Securities in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the Securities, and syndicate short positions involve the sale by underwriters of a greater number of Securities than they are required to purchase from any issuer in the offering. Underwriters also may impose a penalty bid, whereby selling concessions allowed to syndicate members or other broker-dealers in respect of the Securities sold in the offering for their account may be reclaimed by the syndicate if the Securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the Securities, which may be higher than the price that might prevail in the open market, and these activities, if commenced, may be discontinued at any time.

 

Underwriters, dealers, agents and remarketing firms may be entitled under relevant agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act that may arise from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact in this prospectus, any supplement or amendment hereto, or in the registration statement of which this prospectus forms a part, or to contribution with respect to payments which the agents, underwriters or dealers may be required to make.

 

If Securities are sold by means of a rights entitlement offering, the prospectus supplement will set forth the terms and conditions of any such rights entitlement offering, including the manner in which it will be conducted and details on how our shareholders can participate in any such offering. A rights entitlement offering conducted under applicable foreign rules and regulations is a pro rata offering of additional securities to all our eligible shareholders, as at a specified record date.

 

EXPENSES

 

Set forth below is an itemization of the estimated expenses currently expected to be incurred in connection with the issuance and distribution of the Securities. The amounts in the table below are estimates, with the exception of the SEC registration fee. Additional expenses relating to offerings of particular Securities are not included in the table below (including, without limitation, stock exchange listing fees, FINRA filing fees and printing fees). Each prospectus supplement describing an offering of Securities will provide estimated expenses related to the Securities offered under that prospectus supplement.

 

SEC registration fee	US		$	7,380
Legal fees and expenses	US		$	90,000
Accounting fees and expenses	US		$	40,000
Total	US		$	137,380

 

 

LEGAL MATTERS

 

Unless otherwise indicated in the applicable prospectus supplement, the validity of the debt securities and depositary shares and certain legal matters of United States or New York law relating to an offering hereunder will be passed upon for us by Ellenoff Grossman & Schole LLP. Unless otherwise indicated in the applicable prospectus supplement, the validity of the ordinary shares, preferred shares, debt securities, rights, warrants and units and certain legal matters relating to the offering as to Cayman Islands law will be passed upon for us by Ogier (Cayman) LLP (“Ogier”). In addition, certain legal matters in connection with any offering of securities under this prospectus will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents with respect to matters of applicable law.

 

EXPERTS

 

The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Marcum Asia CPAs LLP, which is included as exhibit to this registration statement upon the authority and consent of said firm as experts in accounting and auditing.

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

We were incorporated in the Cayman Islands in order to enjoy the following benefits:

 

	●	political and economic stability;
	●	an effective judicial system;
	●	a favorable tax system;
	●	the absence of exchange control or currency restrictions; and
	●	the availability of professional and support services.

 

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:

 

	●	the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors; and
	●	Cayman Islands companies may not have standing to sue before the federal courts of the United States.

 

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated. Currently, substantially all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

 

Ogier, our counsel as to Cayman Islands law, has advised us, that there is uncertainty as to whether the courts of the Cayman Islands, would:

 

●

recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

 

 

●

entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

 

Ogier has advised us that it is uncertain whether the courts of the Cayman Islands will allow shareholders of our company to originate actions in the Cayman Islands based upon securities laws of the United States. In addition, there is uncertainty with regard to Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. Ogier has further advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

 

INCORPORATION BY REFERENCE

 

The SEC allows us to “incorporate by reference” information into this prospectus. This means we are able to disclose important information to you by referring you to other documents that we have filed separately with the SEC. The information incorporated by reference is considered a part of this prospectus and should be read carefully. Certain information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. Certain information that we file later with the SEC will automatically update and supersede the information in this prospectus. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

We incorporate by reference into this prospectus and the registration statement of which it is a part the following documents, including any amendments to such filings:

 

	●	our Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (filed on April 26, 2024);
	●	our reports on Form 6-K dated January 3, 2024, and January 18, 2024;
	●	the description of our ordinary shares that is contained in our registration statement on Form 8-A, filed with the SEC on December 18, 2019;
	●	any Annual Report on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of this offering of Securities;
	●	any semi-annual report on Form 6-K furnished to the SEC after the date of this prospectus and prior to the termination of this offering of Securities; and
	●	any other report on Form 6-K submitted to the SEC after the date of this prospectus and prior to the termination of this offering of Securities, but only to the extent that those forms expressly state that we incorporate them by reference in this prospectus.

 

We have not authorized anyone else to provide you with additional or different information to the information included in and incorporated by reference to this prospectus and any prospectus supplement. You should rely only on the information provided by and incorporated by reference to this prospectus and any prospectus supplement.

 

 

Upon written or oral request, we shall provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a copy of any or all of the documents that are incorporated by reference to this prospectus but not delivered with this prospectus. You can read the registration statement and our future filings with the SEC, over the Internet on our website at www.indo-energy.com or on the SEC’s web site at www.sec.gov. You may also read and copy any document that we file with the SEC at its public reference room at 100 F Street, N.E., Washington, DC 20549.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We have a registration statement on Form F-3 filed with the SEC, including relevant exhibits, under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits. As this prospectus does not contain all of the information contained in the registration statement, you should read the registration statement, its exhibits and the documents incorporated by reference for further information with respect to us and our securities. All information we file with the SEC is available through the SEC’s Electronic Data Gathering, Analysis and Retrieval system, which may be accessed through the SEC’s website at www.sec.gov.

 

We are subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers. Our 2022 Annual Report has been filed with the SEC and an annual report on Form-20-F for any subsequent years will be due within four months following the fiscal year end.

 

We are not required to disclose certain other information that is required from U.S. domestic issuers. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act and Regulation FD (Fair Disclosure), which was adopted to ensure that select groups of investors are not privy to specific information about an issuer before other investors.

 

We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5. Since many of the disclosure obligations required of us as a foreign private issuer are different than those required by companies filing as a domestic issuer, our shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same amount and at the same time as information is received from, or provided by, companies filing as a domestic issuer. We are liable for violations of the rules and regulations of the SEC that apply to us as a foreign private issuer.

 

Only the specific documents incorporated by reference above, or incorporated by reference in any prospectus supplement, are to be deemed incorporated by reference into this prospectus and the registration statement of which it is a part. No information available on or through our website, or any other website reference herein, shall be deemed incorporated by reference into this prospectus.

 

 

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

 

 

Indonesia Energy Corporation Limited

 

US$50,000,000

 

Ordinary Shares

Preferred Shares

Warrants

Debt Securities

Rights

Depositary Shares

Units

 

 

PROSPECTUS

 

 

[     ], 2024

 

 

The information in this preliminary prospectus is not complete and may be changed. We may not sell the securities pursuant to this preliminary prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Prospectus Supplement

Subject to Completion, dated May 17, 2024

(To Prospectus, subject to completion, dated May 17, 2024)

 

 

INDONESIA ENERGY CORPORATION LIMITED

 

Up to $9,600,000

Ordinary Shares

 

We have entered into an at the market offering agreement dated as of July 22, 2022, as amended on March 22, 2024 (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright” or the “Sales Agent”), acting as our sales agent, relating to the sale of our ordinary shares, par value $0.00267 per share (“ordinary shares”), offered by this prospectus supplement and the accompanying prospectus.

 

Our ordinary shares are currently listed on the NYSE American under the symbol “INDO.” The highest closing price of our ordinary shares on the NYSE American during the last 60 days was $6.08 per share.

 

Sales of our ordinary shares, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NYSE American, the trading market for our ordinary shares, or any other trading market in the United States for our ordinary shares, sales made to or through a market maker other than on an exchange or otherwise, directly to the Sales Agent as principal in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. The Sales Agent is not required to sell any specific number or dollar amount of our ordinary shares but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

 

We will pay the Sales Agent a commission of three percent (3%) of the gross proceeds of any of our ordinary shares sold under the Sales Agreement. See “Plan of Distribution” on page S-8 for additional information regarding the compensation to be paid to the Sales Agent. In connection with the sale of our ordinary shares on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the Sales Agent’s compensation will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act.

 

The aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $28,808,815, based on 10,202,694 ordinary shares outstanding as of May 15, 2024, of which 4,738,292 ordinary shares were held by non-affiliates, and a per share price of $6.08, which was the highest closing price on the NYSE American of our ordinary shares during the last 60 days. We have not offered any securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement, and, accordingly, as of the date of this prospectus supplement, we may sell up to $9,600,000 of our ordinary shares hereunder.

 

Investing in our securities is speculative and involves a significant degree of risk. You should purchase our securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page S-5 of this prospectus supplement, on page 2 of the accompanying prospectus and in the documents incorporated herein by reference.

 

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

H.C. Wainwright & Co.

 

The date of this prospectus supplement is [      ], 2024.

 

 

TABLE OF CONTENTS

 

Prospectus Supplement

 

	Page
About this Prospectus Supplement	S-i
Cautionary Note Regarding Forward Looking Statements	S-ii
Prospectus Supplement Summary	S-1
The Offering	S-4
Risk Factors	S-5
Use of Proceeds	S-5
Capitalization	S-6
Dilution	S-7
Description of Our Securities We Are Offering	S-8
Plan of Distribution	S-8
Legal Matters	S-9
Experts	S-9
Incorporation of Certain Documents by Reference	S-9
Where You Can Find More Information	S-10
Enforceability of Civil Liabilities	S-11
Indemnification For Securities Act Liabilities	S-11

 

 

ABOUT THIS PROSPECTUS SUPPLEMENT

 

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this “at the market offering” of our ordinary shares and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the prospectus. The other part, the accompanying prospectus, gives more general information, some of which does not apply to this offering. You should read this entire prospectus supplement as well as the accompanying prospectus and the documents incorporated by reference that are described under “Where You Can Find More Information” in this prospectus supplement and the accompanying prospectus.

 

If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information contained in this prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in this prospectus supplement and the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. Except as specifically stated, we are not incorporating by reference any information submitted under any report on Form 6-K into any filing under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) into this prospectus supplement or the accompanying prospectus.

 

Any statement contained in a document incorporated by reference, or deemed to be incorporated by reference, into this prospectus supplement or the accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus supplement or the accompanying prospectus to the extent that a statement contained herein, therein or in any other subsequently filed document which also is incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.

 

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus supplement and the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you unless you are a party to such agreement. Moreover, such representations, warranties or covenants were accurate only as of the date when made or expressly referenced therein. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs unless you are a party to such agreement.

 

Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus to “IEC,” the “Company,” “we,” “us” and “our” or similar terms refer to refer to Indonesia Energy Corporation Limited, a Cayman Islands company, and its consolidated subsidiaries.

 

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This prospectus supplement, the accompanying prospectus and the documents incorporated herein by reference contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act that reflect our current expectations and views of future events. Readers are cautioned that significant known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors” and the risk factors incorporated by reference herein may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

 

●	our overall ability (including our anticipated timing) to meet our goals and strategies, including our plans to continue to conduct seismic interpretation activities and drill additional wells at Kruh Block, to drill and develop Citarum Block (as described below) or acquire rights in additional oil and gas assets in the future;
●	the economic and capital markets impact of macro-economic and other conditions beyond our control (such as the war between Russia and Ukraine, the conflict between Israel and Hamas, inflation, interest rates and the political situation in Indonesia) on the demand for our oil and gas products in Indonesia and the price of our oil and gas products;
●	our ability to estimate our oil reserves;
●	our ability to anticipate our financial condition and results of operations;
●	the anticipated prices for, and volatility in the prices for, oil and gas products and the growth of the oil and gas market in Indonesia and worldwide;
●	our expectations regarding our relationships with the Indonesian government (“Government”) and its oil and gas regulatory agencies;
●	relevant Government policies and regulations relating to our industry; and
●	our corporate structure and related laws, rules and regulations.

 

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other matters that we anticipate could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors” and the other risk factors, disclosures and management’s discussions incorporated into this prospectus supplement by reference. You should thoroughly read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

 

The forward-looking statements made in and incorporated by reference in this prospectus supplement relate only to events or information as of the date on which the statements are made. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus supplement, the accompanying prospectus and the documents and exhibits thereto incorporated by reference herein completely and with the understanding that our actual future results may be materially different from what we expect.

 

 

PROSPECTUS SUPPLEMENT SUMMARY

 

The following summary highlights selected information contained or incorporated by reference in this prospectus supplement. This summary does not contain all of the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus and any supplement hereto carefully, including the risk factors section, the financial statements and the notes to the financial statements incorporated herein by reference, and the documents that we incorporate by reference herein.

 

Overview

 

We are an oil and gas exploration and production company focused on the Indonesian market. Alongside operational excellence, we believe we have set the highest standards for ethics, safety and corporate social responsibility practices to ensure that we add value to society. Led by a professional management team with extensive oil and gas experience, we seek to bring forth at all times the best of our expertise to ensure the sustainable development of a profitable and integrated energy exploration and production business model.

 

Our mission is to efficiently manage targeted profitable energy resources in Indonesia. Our vision is to be a leading company in the Indonesian oil and gas industry for maximizing hydrocarbon recovery with the minimum environmental and social impact possible.

 

We currently have rights through contracts with the Government to one oil and gas producing block (Kruh Block) and one oil and gas exploration block (Citarum Block). We may seek to acquire or otherwise obtain rights to additional oil and gas producing assets.

 

We produce oil through our Indonesia subsidiary, PT Green World Nusantara (or GWN), which operates the Kruh Block under an agreement with PT Pertamina (Persero), the Indonesian state-owned oil and gas company (or Pertamina). Our operatorship Kruh Block runs until May 2030 under a ten-year Joint Operation Partnership (or KSO) with Pertamina. Kruh Block covers an area of 258 km² (63,753 acres) and is located onshore 16 miles northwest of Pendopo, Pali, South Sumatra. In December 2022, we started our negotiations with Pertamina for a five-year extension of our contract for Kruh Block. Effective August 9, 2023, Green World and Pertamina executed an amendment to the KSO (the “Amended KSO”) that extended the expiration date of our operatorship of Kruh Block to September 2035. This extension effectively gives us 13 years to fully develop the existing three oil fields, and five other undeveloped oil and gas bearing structures at Kruh Block. Further, the Amended KSO increases our after-tax profit split from the current 15% to 35%, for an increase of more than 100%. We received Pertamina’s signature to the Amended KSO in early September 2023. With respect to our drilling program at Kruh Block, in March 2021 we announced our plan to drill a total of five wells in 2021, six wells in 2022 and seven wells in 2023, for a total of 18 new wells on Kruh Block. Due to delays in the Government permitting process and COVID-19 related delays experienced during 2021 and 2022, our overall drilling program for Kruh Block has similarly been delayed. We continue to plan on drilling a total of 18 new wells at Kruh Block, and current estimation is that this will be completed by the end of 2029 (we previously estimated that this goal would be completed earlier, but as discussed elsewhere in this prospectus, we have experienced delays in our exploration and drilling programs). Four of these 18 new Kruh Block wells have already been completed as of the date of this prospectus.

 

In this prospectus supplement, we refer to the specific wells we are operating, drilling or exploring at Kruh Block by number, alternatively proceeded by the word “Kruh” or the designation “K-” (for example, the 26^th well at Kruh Block is alternatively referred to herein as “Kruh 26” or “K-26”).

 

Citarum Block is an exploration block covering an area of 3,924.67 km² (969,807 acres). This block is located onshore in West Java and only 16 miles south of the capital city of Indonesia, Jakarta. Our rights to Citarum Block run until July 2048 under Production Sharing Contract (or PSC) agreement with the Indonesian Special Task Force for Upstream Oil and Gas Business Activities (known as SKK Migas).

 

We were incorporated on April 24, 2018 as an exempted company with limited liability under the laws of the Cayman Islands and are a holding company for WJ Energy Group Limited (“WJ Energy”), which in turn owns our Indonesian holding and operating subsidiaries.

 

Foreign Private Issuer Status

 

We are a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions of the Exchange Act and the rules thereunder that are applicable to U.S. domestic public companies, including:

 

●	we are not required to provide as many Exchange Act reports, or as frequently, as a U.S. domestic public company;
●	for interim reporting, we are permitted to comply with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

 

 

●	we are not required to provide the same level of disclosure on certain issues, such as executive compensation;
●	we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;
●	we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
●	we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction; and
●	we have adopted “home country” practice and thereby opted out of the NYSE American rule that would otherwise require shareholder approval should we issue more than 19.99% of our then outstanding ordinary shares in a financing that is not a “public offering” at less than the then current market value.
●	we have adopted “home country” practice and thereby opted out of the NYSE American rule that would otherwise require us to hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year.

 

Emerging Growth Company Status

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies, that are not emerging growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus supplement, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors may find investing in our ordinary shares less attractive.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies, and we intend to take advantage of this extended transaction period.

 

We could remain an emerging growth company until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (2) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period, or (4) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our ordinary shares under the Securities Act.

 

History and Corporate Structure

 

We were incorporated on April 24, 2018 as an exempted company with limited liability under the laws of the Cayman Islands and are a holding company for WJ Energy, which in turn owns our Indonesian holding and operating subsidiaries. We presently have one shareholder, Maderic Holding Limited (“Maderic”), which own 51.18% of our issued shares. Maderic is controlled by our Chairman and Chief Executive Officer.

 

 

The following diagram illustrates our corporate structure, including our consolidated holding and operating subsidiaries, as of the date of this prospectus supplement:

 

 

Not reflected in the above is that, for purposes of compliance with Indonesian law related to ownership of Indonesian companies: (i) WJ Energy owns 99.90% of the outstanding shares of GWN and PT Harvel Nusantara Energi (“HNE”), and (ii) GWN and HNE each own 0.1% of the outstanding shares of the other; and (iii) GWN owns 99.50% of the outstanding shares of PT Hutama Wiranusa Energi, and the remaining 0.50% is owned by HNE; and (iv) HNE owns 99.90% of the outstanding shares of PT Cogen Nusantara Energi, and the remaining 0.10% is owned by GWN.

 

Corporate Information

 

Our principal executive offices are located at GIESMART PLAZA 7^th Floor, Jl. Raya Pasar Minggu No. 17A, Pancoran – Jakarta 12780 Indonesia. Our telephone number at this address is +62 21 2696 2888. Our registered office in the Cayman Islands is located at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands. Our web site is located at www.indo-energy.com. The information contained on our website is not incorporated by reference into this prospectus supplement and the reference to our website in this prospectus supplement is an inactive textual reference only.

 

We make available free of charge through our website our annual report on Form 20-F, reports on Form 6-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus supplement.

 

 

The Offering

 

Issuer:		Indonesia Energy Corporation Limited
Securities offered pursuant to this prospectus supplement:		Ordinary shares with an aggregate offering price of up to $9,600,000
Ordinary shares outstanding before this offering*:		10,202,694
Ordinary shares outstanding after this offering*		Up to approximately 11,781,641 ordinary shares, assuming the sale of approximately 1,578,947 ordinary shares at an assumed selling price of $6.08 per share, which was the highest closing price on the NYSE American during the last 60 days. The actual number of ordinary shares outstanding will vary depending on several factors, including whether we elect to sell shares pursuant to this offering and the price at which the ordinary shares may be sold from time to time during this offering.
Manner of offering		“At-the-market offering” that may be made from time to time by our Sales Agent. See “Plan of Distribution” on page S-8 of this prospectus supplement for more information.
Use of proceeds:		If we sell the full amount of ordinary shares allocated to this offering, we estimate the net proceeds to us from this offering will be up to approximately $9,181,998 after deducting the commissions and estimated offering expenses payable to us. We intend to use the net proceeds from this offering for our working capital and general corporate purposes. See “Use of Proceeds” on page S-5 of this prospectus supplement.
Transfer agent and registrar:		VStock Transfer, LLC
Risk factors:		Investing in our securities is speculative and involves a significant degree of risk. For a discussion of factors, you should consider carefully before deciding to invest in our ordinary shares, see the information contained in or incorporated by reference under the heading “Risk Factors” beginning on page S-5 of this prospectus supplement and in the other documents incorporated by reference into this prospectus supplement and the accompanying prospectus forming a part of the prospectus supplement.
NYSE American Symbol:		“INDO”

 

*	The outstanding number of ordinary shares is based on 10,202,694 ordinary shares outstanding as of May 15, 2024, and does not include the following:
●	Outstanding warrants to purchase up to 442,240 ordinary shares issued to an investor (L1 Capital) at an exercise price of $6.00 per share;
●	200,000 outstanding options to purchase ordinary shares (which are unvested as of the date of this prospectus supplement) granted to employees with an exercise price of $11.00 per share; and
●	1,104,546 ordinary shares reserved for future issuance under our 2018 Omnibus Equity Incentive Plan.

 

 

RISK FACTORS

 

Investing in our securities is speculative and involves a significant degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” described in our most recent annual report on Form 20-F, filed with the SEC on April 26, 2024, and all other information contained in, or incorporated by reference in, this prospectus supplement, accompanying prospectus and in any related free writing prospectus in connection with a specific offering, before making an investment decision. Each of the risk factors could materially and adversely affect our business, operating results, financial condition and prospects, as well as the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment.

 

Risks Related to this Offering

 

The actual number of ordinary shares we will issue under the Sales Agreement, at any one time or in total, is uncertain.

 

Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver instructions to the Sales Agent to sell our ordinary shares at any time throughout the term of the Sales Agreement. The number of ordinary shares that are sold through the Sales Agent after our instruction will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, the limits we set in any instruction to the Sales Agent under the Sales Agreement to sell ordinary shares, and the demand for our ordinary shares during the sales period. Because the price per share of each ordinary share sold will fluctuate during this offering, it is not currently possible to predict the number of ordinary shares that will be sold or the gross proceeds to be raised in connection with those sales, if any.

 

The ordinary shares offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices.

 

Investors who purchase shares in this offering at different times will likely pay different prices and, as such, may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of ordinary shares, if any, to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.

 

If you purchase ordinary shares sold in this offering, you will experience immediate and substantial dilution in the net tangible book value of your shares.

 

The price per ordinary share in this offering is substantially higher than the net tangible book value of each outstanding ordinary share, and accordingly investors in this offering will experience immediate and substantial dilution. Assuming that an aggregate of approximately 1,578,947 ordinary shares are sold during the term of the Sales Agreement at a price of $6.08 per share, the highest closing price of our ordinary shares on the NYSE American during the last 60 days, for aggregate gross proceeds of approximately $9,600,000, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of approximately $4.05 per share, representing the difference between our pro forma as adjusted net tangible book value per share as of December 31, 2023 after giving effect to this offering and the assumed offering price. See “Dilution” on page S-7 of this prospectus supplement for a more detailed discussion of the dilution you will incur if you purchase shares in this offering.

 

Our management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds, and the proceeds may not be invested successfully.

 

Our management will have broad discretion in the application of the net proceeds from this offering, and our shareholders will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business. See “Use of Proceeds” on page S-5 of this prospectus supplement for a description of our proposed use of proceeds from this offering.

 

USE OF PROCEEDS

 

We may issue and sell ordinary shares having aggregate gross sales proceeds of up to $9,600,000 from time to time. Because there is no minimum offering amount required as a condition of this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares under or fully utilize the Sales Agreement as a source of financing.

 

We intend to use the net proceeds from this offering for our working capital and general corporate purposes and to advance our seismic and commercial drilling and exploration operations.

 

The amounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of cash generated or used by our operations, and the rate of growth, if any, of our business. As a result, we will retain broad discretion in the allocation of the net proceeds of this offering. In addition, while we have not entered into any agreements, commitments or understandings relating to any significant transaction as of the date of this prospectus supplement, we may use a portion of the net proceeds to pursue acquisitions, joint ventures and other strategic transactions.

 

Pending the final application of the net proceeds of this offering, we intend to invest the net proceeds of this offering in short-term, interest bearing, investment-grade securities.

 

 

CAPITALIZATION

 

The following table sets forth our capitalization as of December 31, 2023:

 

●	on an actual basis; and
●	on a pro forma adjusted basis to give effect to the pro forma adjustments described above and the sale of approximately 1,578,947 ordinary shares, in connection this offering, at an assumed selling price of $6.08 per share, which was the highest closing price of our ordinary shares on the NYSE American during the last 60 days.

 

The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus.

 

		As of December 31, 2023
		Actual				Pro forma, as adjusted
						(unaudited)
Cash and cash equivalents		$	2,009,687			$	11,191,685
Debt:
Unsecured long-term debt, net of deferred finance costs			-				-
Short-term debt			-				-
Total debt			-				-
Equity:
Ordinary shares, US$0.00267 par value, 37,500,000 shares authorized, 10,142,694 ordinary shares outstanding, actual; and 11,781,641 ordinary shares issued and outstanding, pro forma, as adjusted		$	27,046				31,262
Additional paid-in capital			54,147,769				63,325,551
Accumulated deficit			(39,583,437	)			(39,583,437	)
Accumulated other comprehensive income			98,490				98,490
Non-controlling interest			-				-
Total stockholders’ equity			14,689,868				23,871,866
Total capitalization		$	14,689,868			$	23,871,866

 

The number of ordinary shares issued and outstanding, actual and as adjusted shown in the foregoing table is based on 10,142,694 ordinary shares outstanding as of December 31, 2023 and excludes:

 

●	Outstanding warrants to purchase up to 442,240 ordinary shares issued to an investor (L1 Capital) at an exercise price of $6.00 per share;
●	200,000 outstanding options to purchase ordinary shares (which are unvested as of the date of this prospectus supplement) granted to employees with an exercise price of $11.00 per share; and
●	1,104,546 ordinary shares reserved for future issuance under our 2018 Omnibus Equity Incentive Plan.

 

 

DILUTION

 

If you invest in our ordinary shares, your interest will be diluted immediately to the extent of the difference between the offering price per share and the adjusted net tangible book value per share of our ordinary shares after this offering.

 

Our net tangible book value on December 31, 2023 was approximately $14,689,868 or 1.45 per Ordinary Share. “Net tangible book value” is total assets minus the sum of liabilities and intangible assets. “Net tangible book value per share” is net tangible book value divided by the total number of shares outstanding.

 

After giving effect to the pro forma adjustments and the issuance of approximately 1,578,947 ordinary shares in this offering at an assumed offering price of $6.08 per Ordinary Share, the highest closing price of our ordinary shares on the NYSE American during the last 60 days, and after deducting the commissions and estimated offering expenses payable by us in connection with this offering, our as adjusted net tangible book value as of December 31, 2023 would have been approximately $23,871,866, or approximately $2.03 per Ordinary Share. This represents an immediate increase in pro forma net tangible book value of $0.58 per Ordinary Share to our existing shareholders and an immediate dilution of $4.05 per Ordinary Share to investors participating in this offering. Dilution per Ordinary Share to investors in this offering is determined by subtracting pro forma, as adjusted, net tangible book value per Ordinary Share after this offering from the offering price per Ordinary Share. The following table illustrates this dilution per Ordinary Share to investors participating in this offering:

 

Assumed offering price per Ordinary Share (the highest closing price during the last 60 days)		$	6.08
Net tangible book value per Ordinary Share as of December 31, 2023		$	1.45
Increase in pro forma net tangible book value per Ordinary Share			0.58
Pro forma, as adjusted, net tangible book value per Ordinary Share after giving effect to this offering		$	2.03
Dilution to pro forma, as adjusted, net tangible book value per Ordinary Share to new investors in this offering		$	4.05

 

Each $0.50 increase (decrease) in the assumed offering price of $6.08 per Ordinary Share would increase (decrease) our pro forma, as adjusted, net tangible book value after this offering by $765,789, or $0.09 per Ordinary Share, and the dilution per Ordinary Share to new investors by $0.41 per Ordinary Share, assuming that the number of ordinary shares offered by us is 1,578,947, and after deducting the Sales Agent commissions and estimated offering expenses payable by us.

 

Since we are offering up to $9,600,000 of ordinary shares hereunder, if the assumed offering price of $6.08 increases $0.50 to $6.58, the number of ordinary shares offered by us will decrease to approximately 1,458,966 ordinary shares; if the assumed offering price of $6.08 decreases $0.50 to $5.58, the number of ordinary shares offered by us will increase to approximately 1,720,430 ordinary shares.

 

The information discussed above is illustrative only and will adjust based on the actual offering price, the actual number of ordinary shares that we offer in this offering, and other terms of this offering determined at pricing.

 

The above discussion and table are based on 10,142,694 ordinary shares outstanding as of December 31, 2023 and excludes, as of December 31, 2023:

 

●	Outstanding warrants to purchase up to 442,240 ordinary shares issued to an investor (L1 Capital) at an exercise price of $6.00 per share;
●	200,000 outstanding options to purchase ordinary shares (which are unvested as of the date of this prospectus supplement) granted to employees with an exercise price of $11.00 per share; and
●	1,104,546 ordinary shares reserved for future issuance under our 2018 Omnibus Equity Incentive Plan.

 

To the extent that any of our outstanding options or warrants are exercised, we grant additional options or other awards under our share incentive plan or issue additional warrants, or we issue additional ordinary shares in the future, there may be further dilution.

 

 

DESCRIPTION OF OUR SECURITIES WE ARE OFFERING

 

We are offering certain number of our ordinary shares for an aggregate value up to $9,600,000 pursuant to this prospectus supplement and the accompanying prospectus. The material terms and provisions of our ordinary shares are described under the caption “Description of Share Capital” beginning on page 3 of the accompanying prospectus.

 

PLAN OF DISTRIBUTION

 

We have entered into an at the market offering agreement dated as of July 22, 2022, as amended on March 22, 2024 (the “Sales Agreement”) with Wainwright, under which we may issue and sell our ordinary shares having an aggregate offering price of no more than $9,600,000 from time to time through the Sales Agent, acting as our agent. Sales of ordinary shares, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act.

 

The Sales Agent will offer our ordinary shares subject to the terms and conditions of the Sales Agreement. We will designate the number of ordinary shares which we desire to sell, the time period during which sales are requested to be made, any limitation on the number of ordinary shares that may be sold daily or on any day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable laws and regulations to sell on our behalf all of the ordinary shares requested to be sold by us. The Sales Agent or we may suspend the offering of our ordinary shares being made through the Sales Agent under the Sales Agreement upon proper notice to the other party, pursuant to the terms of the Sales Agreement.

 

Under the terms of the Sales Agreement, we may also sell our ordinary shares to the Sales Agent, as principal for its own account, at a price negotiated at the time of sale. If we sell shares in this manner, we will enter into a separate agreement setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplement or pricing supplement.

 

The Sales Agent will receive commissions for its services in acting as agent in the sale of our ordinary shares of 3% of the gross proceeds of any shares of ordinary shares sold under the Sales Agreement. The foregoing rate of compensation shall not apply when the Sales Agent acts as principal. We have agreed to reimburse the Sales Agent for its reasonable out-of-pocket expenses, including attorneys’ fees, in an amount not to exceed $50,000, which amount is included in the estimated total expenses for this offering. In addition, we have agreed to reimburse Wainwright for the fees and disbursements of its legal counsel in connection with Wainwright’s ongoing diligence, drafting and other filing requirements arising from this offering in an amount not to exceed $2,500 in the aggregate per calendar quarter. We estimate that the total expenses for this offering, excluding commissions payable to the Sales Agent under the Sales Agreement, will be approximately $130,000.

 

Unless otherwise agreed upon by us and the Sales Agent in connection with a particular transaction, settlement for sales of ordinary shares will occur on the second business day (or such earlier day as is industry practice for regular-way trading) following the date on which any sales are made, in return for payment of the net proceeds to us. Sales of our ordinary shares as contemplated in this prospectus supplement and the accompanying prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and the Sales Agent may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

 

In connection with the sale of the ordinary shares on our behalf, the Sales Agent will be deemed to be an underwriter within the meaning of the Securities Act, and the compensation paid to the Sales Agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act or the Exchange Act.

 

This offering will terminate upon the earlier of (1) the issuance and sale of all shares of our ordinary shares covered by this prospectus supplement and (2) the termination of the Sales Agreement as permitted therein.

 

 

The Sales Agent and its affiliates have provided, and may in the future provide, various investment banking and other financial services for us and our affiliates, for which services it has received and may in the future receive customary fees and commissions. To the extent required by Regulation M, the Sales Agent will not engage in any market making activities involving our ordinary shares while the offering is ongoing under this prospectus supplement.

 

The principal business address of the Sales Agent is 430 Park Avenue, New York, NY 10022.

 

This summary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Sales Agreement has been filed with the SEC on a report on Form 6-K.

 

Listing

 

Our ordinary shares are listed on the NYSE American under the symbol “INDO.”

 

LEGAL MATTERS

 

Certain legal matters governed by the laws of the Cayman Islands with respect to the validity of the offered securities will be passed upon for us by Ogier (Cayman) LLP (“Ogier”), Cayman Islands. Certain legal matters governed by the laws of New York will be passed upon for us by Ellenoff Grossman & Schole LLP, New York, New York. Katten Muchin Rosenman LLP is counsel to Wainwright in connection with this offering.

 

EXPERTS

 

The consolidated financial statements of our Company appearing in our annual report on Form 20-F for the fiscal years ended December 31, 2023 and 2022 have been audited by Marcum Asia CPAs LLP, an independent registered public accounting firm, as set forth in the reports thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC. This means that we can disclose important information to you by referring you to those documents. Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

We hereby incorporate by reference into this prospectus the following documents that we have filed with the SEC under the Exchange Act:

 

	●	our Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (filed on April 26, 2024);
	●	our Form 6-Ks dated January 3, 2024, and January 18, 2024;
	●	the description of our ordinary shares that is contained in our registration statement on Form 8-A, filed with the SEC on December 18, 2019;
	●	any Annual Report on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of this offering of Securities;
	●	any semi-annual report on Form 6-K furnished to the SEC after the date of this prospectus and prior to the termination of this offering of Securities; and
	●	any other report on Form 6-K submitted to the SEC after the date of this prospectus and prior to the termination of this offering of Securities, but only to the extent that those forms expressly state that we incorporate them by reference in this prospectus.

 

 

All documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (and in the case of a report on Form 6-K, so long as it states that it is incorporated by reference into the registration statement of which this prospectus supplement and the accompanying prospectus form a part, and other than reports on Form 6-K, or portions thereof, furnished under Form 6-K) (i) after the initial filing date of the registration statement of which this prospectus supplement forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus supplement and prior to the termination of the offering shall be deemed to be incorporated by reference in this prospectus supplement from the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace information previously filed with the SEC. To the extent that any information contained in any report on Form 6-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not incorporated by reference.

 

Upon request, we will provide, without charge, to each person who receives this prospectus supplement and accompanying prospectus, a copy of any or all of the documents incorporated by reference into the registration statement of which this prospectus supplement and the accompanying prospectus form a part (other than exhibits to the documents that are not specifically incorporated by reference in the documents). Please direct written or oral requests for copies to us at GIESMART PLAZA 7^th Floor, Jl. Raya Pasar Minggu No. 17A, Pancoran – Jakarta 12780 Indonesia, telephone number: +62 21 2696 2888. Additionally, copies of the documents incorporated herein by reference may be accessed at our website at www.indo-energy.com. The reference to our website address does not constitute incorporation by reference of the information contained on or accessible through our website, and you should not consider the contents of our website in making an investment decision with respect to our ordinary shares.

 

You should rely only on the information incorporated by reference or provided in this prospectus supplement or the accompanying prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front page of those documents.

 

WHERE YOU CAN FIND MORE INFORMATION

 

As permitted by SEC rules, this prospectus supplement and the accompanying prospectus omit certain information and exhibits that are included in the registration statement of which this prospectus supplement and the accompanying prospectus form a part. Since this prospectus supplement and the accompanying prospectus may not contain all of the information that you may find important, you should review the full text of these documents. If we have filed a contract, agreement or other document as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus form a part, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement in this prospectus supplement and the accompanying prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.

 

We are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and, in accordance with these requirements, we file annual and reports and other information with the SEC. The SEC maintains an internet website at www.sec.gov that contains our filed reports and other information that we file electronically with the SEC.

 

We maintain a corporate website at www.indo-energy.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus.

 

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We were incorporated under the laws of the Cayman Islands in order to enjoy the following benefits:

 

●	political and economic stability;
●	an effective judicial system;
●	a favorable tax system;
●	the absence of exchange control or currency restrictions; and
●	the availability of professional and support services.

 

However, the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors.

 

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated. Currently, substantially all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

 

Ogier, our counsel as to the laws of the Cayman Islands, and Adnan Kelana Haryanto & Hermanto, our counsel as to Indonesian law, have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and Indonesia, respectively, would:

 

●	recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or
●	entertain original actions brought in the Cayman Islands or Indonesia against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

 

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

 

 

At The Market Offering

Up to $9,600,000

Ordinary Shares

 

INDONESIA ENERGY CORPORATION LIMITED

 

PROSPECTUS SUPPLEMENT

 

H.C. Wainwright & Co.

 

, 2024

 

 

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 8.

Indemnification of Directors and Officers.

 

We are a Cayman Islands exempted company. Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our articles of association provide for indemnification of our officers and directors for any liability incurred in their capacities as such, except through their own willful negligence or default.

 

In so far as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 9.

Exhibits.

 

EXHIBIT INDEX

 

Exhibits		Description
1.1*		Form of Underwriting Agreement
3.1		Amended and Restated Memorandum of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2019)
3.2		Amended and Restated Articles of Association (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2019)
4.1**		Form of Warrant and/or Warrant Agent Agreement
4.2**		Form of Certificate of Designation of Preferred shares
4.3		Form of Indenture (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form F-3 filed with the SEC on February 11, 2021)
4.4**		Form of Debt Securities
4.5**		Form of Rights Agreement and Form of Rights Certificate
4.6**		Form of Unit Agreement and Form of Unit Certificate
5.1 (2)		Opinion of Ogier (Cayman) LLP
5.2 (2)		Opinion of Ellenoff Grossman & Schole LLP
10.1		English Translation of Amendment to Operations Cooperation Agreement for Kruh Block, dated August 9, 2023, between PT Pertamina EP and PT Green World Nusantara (the Company’s subsidiary)+ (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 6-K filed with the SEC on September 28, 2023)
10.2		Third Amendment to Employment Agreement, dated December 28, 2023, between the Company and Frank Ingriselli (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 6-K filed with the SEC on January 3, 2024)
10.3		Third Amendment to Employment Agreement, dated January 1, 2024, between the Company and Gregory Overholtzer (incorporated by reference to Exhibit 10.2 to the Company’s report on Form 6-K filed with the SEC on January 3, 2024)
10.4		First Amendment to Employment Agreement, dated January 16, 2024, between the Company and Mirza F. Said (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 6-K filed with the SEC on January 18, 2024)
10.5		First Amendment to Employment Agreement, dated January 16, 2024, between the Company and Chia Hsin “Charlie” Wu. (incorporated by reference to Exhibit 10.2 to the Company’s report on Form 6-K filed with the SEC on January 18, 2024)
10.6		At The Market Offering Agreement, dated July 22, 2022, by and between the Company and the Sales Agent (incorporated by reference to Exhibit 1.1 to the Company’s report on Form 6-K filed with the SEC on July 22, 2022)
10.7		First Amendment to At The Market Offering Agreement, dated March 22, 2024, by and between the Company and the Sales Agent (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form F-3 filed with the SEC on March 22, 2024)
23.1 (2)		Consent of Ogier (Cayman) LLP (included in Exhibit 5.1)
23.2 (2)		Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2)
23.3 (2)		Consent of Marcum Asia CPAs LLP
24.1 (1)		Power of Attorney (contained on the signature page to this registration statement)
99.1		Home Country Exemption Letter (incorporated by reference to Exhibit 99.1 to the Company’s report on Form 6-K filed with the SEC on December 22, 2023)
99.2		Executive Compensation Clawback Policy (incorporated by reference to Exhibit 99.5 to the Company’s annual report on Form 20-F filed with the SEC on April 26, 2024)
99.3		Insider Trading Policies and Procedures (incorporated by reference to Exhibit 99.6 to the Company’s annual report on Form 20-F filed with the SEC on April 26, 2024)
107 (2)		Filing Fee Table

 

(1)	Previously filed.
(2)	Filed herewith.
*	To be filed as an amendment or as an exhibit to a report on Form 6-K furnished to the SEC.
**	To be filed as an amendment or as an exhibit to a report on Form 6-K furnished to the SEC and incorporated by reference herein if applicable if any warrants, debt securities, rights, preferred shares or units are offered under this registration statement.
+	Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10) as the Company has determined such portions are both not material and are of the type that the Company treats as private or confidential.

 

 

Item 10.

Undertakings

 

The undersigned registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales of the registered securities are being made, a post-effective amendment to this registration statement:

 

	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) to this section do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.

 

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4)	To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
	(5)	That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

 

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such Securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(6)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

The undersigned registrant hereby undertakes that:

 

	(1)	For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2)	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jakarta, Indonesia, on May 17, 2024.

 

Indonesia Energy Corporation Limited
By:	/s/ Wirawan Jusuf
Name:	Wirawan Jusuf
Title:	Chairman & Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Wirawan Jusuf
Wirawan Jusuf		Chairman & Chief Executive Officer		May 17, 2024
		(principal executive officer)
/s/ Gregory L. Overholtzer
Gregory L. Overholtzer		Chief Financial Officer		May 17, 2024
		(principal financial and accounting officer)
/s/ James J. Huang
James J. Huang		Chief Investment Officer and Director		May 17, 2024
/s/ Mirza F. Said
Mirza F. Said		Chief Operating Officer and Director		May 17, 2024
/s/ Chia Hsin “Charlie” Wu
Chia Hsin “Charlie” Wu		Chief Technology Officer		May 17, 2024
/s/ Mochtar Hussein
Mochtar Hussein		Director		May 17, 2024
/s/ Benny Dharmawan
Benny Dharmawan		Director		May 17, 2024
/s/ Ahmad Fathurachman
Ahmad Fathurachman		Director		May 17, 2024
/s/ Michael L. Peterson
Michael L. Peterson		Director		May 17, 2024

 

 

 

Exhibit 5.1

 

 

 

Indonesia Energy Corporation Limited GIESMART PLAZA 7th Floor Jl. Raya Pasar Minggu No. 17A Pancoran - Jakarta, Indonesia 12780		D +1 345 815 1749
		E tommy.tuohy@ogier.com
		Reference: 426400.00004/TTU
		17 May 2024

 

Indonesia Energy Corporation Limited (Company)

 

We have acted as Cayman Islands legal advisers to the Company in connection with the Company’s amendment no.1 to registration statement on Form F-3, including all amendments or preliminary or final supplements thereto (the Registration Statement), filed with the Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended (the Act) to date relating to the registration of up to US$50,000,000 of its securities to be filed with the Commission on 17 May 2024 (together, the Securities). The Securities include:

 

(i)

ordinary shares (including any ordinary shares issuable upon exercise of conversion of any other Securities) of the Company of par value US$0.00267 each (the Ordinary Shares);

 

(ii)

preferred shares of the Company of par value US$0.00267 each (the Preferred Shares, and together with the Ordinary Shares, the Equity Securities);

 

(iii)

warrants to purchase Ordinary Shares (the Warrants), which are issuable pursuant to the terms of one or more warrant agreements to be entered into between the Company and the warrant agent for such Warrants thereunder, if any (the Warrant Agreements);

 

(iv)

debt securities (the Debt Securities) to be issued pursuant to the applicable indenture to be entered into by the Company (the Indenture);

 

Ogier (Cayman) LLP 89 Nexus Way Camana Bay Grand Cayman, KY1-9009 Cayman Islands   T +1 345 949 9876 F +1 345 949 9877 ogier.com

A list of Partners may be inspected on our website

 

 

(v)

depositary shares representing a fraction of an Ordinary Share or a Preferred Share (the Depositary Shares) to be issued pursuant to a deposit agreement relating to the Depositary Shares to be entered into between the Company and the depository for such Depositary Shares thereunder (the Deposit Agreement);

 

(vi)

rights to purchase one of more of the Securities described above (the Rights) to be issued under a rights agreement to be entered into between the Company and one or more rights agent (the Rights Agreement); and/or

 

(vii)

units comprising any combination of Ordinary Shares, Preferred Shares, Warrants, Debt Securities, Rights, Depositary Shares or any combination of the foregoing securities (the Units) which may be issued, under a unit agreement between the Company and a unit agent to be specified therein, if any (the Unit Agreement).

 

The Indenture, Warrant Agreements, Rights Agreement, Deposit Agreement and Unit Agreements, in each case, as applicable, are referred to herein collectively as Governing Documents.

 

The Warrants, the Debt Securities, the Depositary Shares, the Rights and the Units are collectively referred to herein as Non-Equity Securities.

 

We have been advised that the Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto pursuant to Rule 462(b) under the Act and that this opinion is required to be furnished in accordance with the requirements of Item 601 (b)(5) of Regulation S-K under the Act. No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement other than as expressly stated herein with respect to the issue of the Securities.

 

We have reviewed (i) the ATM prospectus supplement dated 22 March 2024 included in the Registration Statement (the Prospectus Supplement and, together with the base prospectus included in the Registration Statement as supplemented by the Prospectus Supplement, the Prospectus) and (ii) the First Amendment dated 22 March 2024 to the At the Market Offering Agreement dated 22 July 2022 by and between the Company and H.C. Wainwright & Co., LLC (the Document) pursuant to which Ordinary Shares may be issued (the ATM Shares).

 

This opinion is given in accordance with the requirements of the Registration Statement and the Act.

 

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Document. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

 

 

2

Documents examined

 

For the purposes of giving this opinion, we have examined a copy of the Registration Statement, the Prospectus and the Document. In addition, we have examined the corporate and other documents listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.

 

3

Assumptions

 

In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.

 

4

Opinions

 

On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:

 

Corporate status

 

(a)

The Company has been duly incorporated as an exempted company and is validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar) and is a separate legal entity with limited liability, is capable of suing and being sued in its corporate name and is empowered to conduct its business in accordance with the objects set forth in its Memorandum of Association (as defined herein).

 

Issuance of Shares

 

(b)

With respect to the Ordinary Shares, when:

 

(i)

the board of directors of the Company (the Board) has taken all necessary corporate action to approve the issuance and allotment of the Ordinary Shares, the terms of the offering of the Ordinary Shares and any other related matters;

 

(ii)

either (A) the provisions of the applicable definitive purchase, underwriting or similar agreement approved by the Board have been satisfied and payment of the consideration specified therein (being not less than the par value of the Ordinary Shares) has been made, or (B) if such Ordinary Shares are issuable upon conversion, exchange, redemption, repurchase or exercise of any other security, the terms of such security, the Memorandum and Articles (as defined in Schedule 1) or the instrument governing such security providing for such conversion, exchange, redemption, repurchase or exercise for Ordinary Shares, as approved by the Board, have been satisfied and the consideration approved by the Board (being not less than the par value of the Ordinary Shares) received; and

 

 

(iii)

valid entry has been made in the register of members of the Company reflecting such issuance of Ordinary Shares, in each case in accordance with the Memorandum and Articles,

 

the Ordinary Shares will be recognised as having been duly authorised and validly issued, fully paid and non-assessable.

 

(c)

With respect to the Preferred Shares, when:

 

(i)

the Board and the Company has taken all necessary corporate action to approve the creation, issuance and the terms of the Preferred Shares, the terms of the offering of the Preferred Shares and other any related matters;

 

(ii)

either (A) the provisions of the applicable definitive purchase, underwriting or similar agreement approved by the Board have been satisfied and payment of the consideration specified therein (being not less than the par value of the Preferred Shares) has been made, or (B) if such Preferred Shares are issuable upon conversion, exchange, redemption, repurchase or exercise of any other security, the terms of such security, the Memorandum and Articles or the instrument governing such security providing for such conversion, exchange, redemption, repurchase or exercise for Preferred Shares, as approved by the Board, have been satisfied and the consideration approved by the Board (being not less than the par value of the Preferred Shares) received; and

 

(iii)

valid entry have been made in the register of members of the Company reflecting such issuance of Preferred Shares, in each case in accordance with the Memorandum and Articles,

 

the Preferred Shares will be recognised as having been duly authorised and validly issued, fully paid and non-assessable.

 

(d)

With respect to the ATM Shares, when:

 

(i)

the provisions of the Document approved by the Board have been satisfied and payment of the consideration specified therein (being not less than the par value of the ATM Shares) has been made; and

 

(ii)

valid entry have been made in the register of members of the Company reflecting such issuance of ATM Shares, in each case in accordance with the Memorandum and Articles,

 

the ATM Shares will be recognised as having been duly authorised and validly issued, fully paid and non-assessable.

 

 

(e)

With respect to the Underlying Shares (as defined in paragraph 25 of Schedule 2) to be issued, when:

 

(i)

the Board and the Company has taken all necessary corporate action to approve the creation, issuance and the terms of the Underlying Shares, the terms of the issuance of the Underlying Shares and other any related matters, including, without limitation, (if necessary) the amendment to the authorised share capital of the Company by the creation of the Underlying Shares and the amendment to the Memorandum and Articles reflecting the creation of such Underlying Shares and setting out the terms, rights and obligations of such Underlying Shares;

 

(ii)

the provisions of the Deposit Agreement approved by the Board have been satisfied and payment of the consideration specified therein (being not less than the par value of the Underlying Shares) has been made; and

 

(iii)

valid entry have been made in the register of members of the Company reflecting such issuance of Underlying Shares, in each case in accordance with the Memorandum and Articles;

 

the Underlying Shares will be recognised as having been duly authorised and validly issued, fully paid and non-assessable.

 

Issuance of Debt Securities

 

(f)

With respect to the Debt Securities to be issued, when

 

(i)

the Board has taken all necessary corporate action to authorise and approve the creation and terms of the Debt Securities and to approve the issue thereof, the terms of the offering thereof and related matters;

 

(ii)

the Indenture relating to the Debt Securities shall have been duly authorized and validly executed and unconditionally delivered by and on behalf of the Company and all the relevant parties thereunder; and

 

(iii)

the Debt Securities issued thereunder have been duly executed and delivered on behalf of the Company and authenticated in the manner set forth in the applicable Indenture relating to such issue of Debt Securities and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and any relevant prospectus supplement,

 

the Debt Securities issued pursuant to the Indenture will have been duly executed, issued and delivered.

 

Valid Issuance of Warrants

 

(g)

With respect to the Warrants to be issued, when:

 

(i)

the Board has taken all necessary corporate action to authorise and approve the creation and terms of the Warrants and to approve the issue thereof, the terms of the offering thereof and related matters;

 

 

(ii)

if applicable, a Warrant Agreement relating to the Warrants shall have been duly authorized and validly executed and unconditionally delivered by the Company and the warrant agent thereunder; and

 

(iii)

the certificates representing the Warrants have been duly executed, countersigned, registered and delivered, including in accordance with the Warrant Agreement relating to the Warrants, if any, and the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor provided therein,

 

the Warrants will be duly authorized and validly issued and will constitute legal, valid and binding obligations of the Company.

 

Valid Issuance of Rights

 

(h)

With respect to the Rights to be issued, when:

 

(i)

the Board has taken all necessary corporate action to authorise and approve the creation and terms of the Rights and to approve the issue thereof, the terms of the offering thereof and related matters;

 

(ii)

a Rights Agreement relating to the Rights shall have been duly authorised and validly executed and unconditionally delivered by the Company and the financial institution designated as rights agent thereunder; and

 

(iii)

the certificates representing the Rights shall have been duly executed, countersigned, issued, registered and delivered in accordance with the Rights Agreement, and the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor provided therein,

 

the Rights will be duly authorised and validly issued and will constitute legal, valid and binding obligations of the Company.

 

Valid Issuance of Units

 

(i)

With respect to each issue of Units, when:

 

(i)

the Board has taken all necessary corporate action to authorise and approve the creation and terms of the Units and to approve the issue of the Securities which are components thereof, the terms of the offering thereof and related matters;

 

(ii)

if applicable, a Unit Agreement relating to the Units shall have been duly authorised and validly executed and unconditionally delivered by the Company and the financial institution designated as unit agent thereunder;

 

(iii)

in respect of any Warrants which are components of the Units, a Warrant Agreement, if any, shall have been duly authorized and validly executed and unconditionally delivered by the Company and the warrant agent thereunder, in respect of any Warrants which are components of the Units;

 

 

(iv)

in respect of any Debt Securities which are components of the Units, the Indenture shall have been duly authorized and validly executed and unconditionally delivered by the Company and all relevant parties thereunder; and

 

(v)

the Units and any Securities which are components of the Units shall have been duly executed, countersigned, authenticated, issued, registered and delivered (in each case, as and when applicable), in accordance with the provisions of (A) the Unit Agreement relating to the Units, (B) the applicable Warrant Agreement, if any, relating to any Warrants which are components of the Units, (C) the applicable Indenture relating to any Debt Securities which are components of the Units, and (D) the applicable definitive purchase, underwriting or similar agreement approved by the Board, and upon payment of the consideration therefor provided therein,

 

the Units will be duly authorised and validly issued and will constitute legal, valid and binding obligations of the Company.

 

No approvals and consents

 

(j)

The Company is not required to obtain any consent, licence, approval, authorisation or exemption of any governmental or regulatory authority, agency or court in the Cayman Islands in connection with the execution or delivery by the Company of the Document or the filing of the Prospectus with the Commission or the performance of its obligations, or the exercise of its rights, under them.

 

Choice of law

 

(k)

The express choice of the laws of the jurisdiction specified in the Document to be the governing law of that document (its Proper Law) will be recognised and applied by the courts of the Cayman Islands in any action brought in such courts in respect of such document.

 

Enforceability

 

(l)

The Document constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms.

 

No litigation revealed

 

(m)

Based solely on our investigation of the Register of Writs and Other Originating Process (the Register of Writs), no litigation was pending in the Cayman Islands against the Company, nor had any petition been presented or order made for the winding up of the Company, as of the close of business on the day before our inspection.

 

 

5

Matters not covered

 

We offer no opinion:

 

(a)

as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Document to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

 

(b)

except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Document (or as to how the commercial terms of the Document reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Document and any other agreements into which the Company may have entered or any other documents; or

 

(c)

as to whether the acceptance, execution or performance of the Company’s obligations under the Document will result in the breach of or infringe any other agreement, deed or document (other than the Memorandum and Articles) entered into by or binding on the Company.

 

6

Governing law of this opinion

 

6.1

This opinion is:

 

(a)

governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

 

(b)

limited to the matters expressly stated in it; and

 

(c)

confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

 

6.2

Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

 

7

Who can rely on this opinion

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities” and “Legal Matters” of the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Act or that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission promulgated thereunder.

 

This opinion may be used only in connection with the offer and sale of the Securities while the Registration Statement is effective.

 

Yours faithfully

 

Ogier (Cayman) LLP

 

 

Schedule 1

 

Documents examined

 

1.

The Certificate of Incorporation of the Company dated 24 April 2018 issued by the Registrar.

 

2.

The amended and restated memorandum of association of the Company adopted by special resolution passed on 8 November 2019 (the Memorandum of Association).

 

3.

The amended and restated articles of association of the Company adopted by special resolution passed on 8 November 2019 (together with the Memorandum of Association, the Memorandum and Articles).

 

4.

A Certificate of Good Standing dated 14 May 2024 (Good Standing Certificate) issued by the Registrar in respect of the Company.

 

5.

A certificate dated 17 May 2024 as to certain matters of fact signed by a director of the Company in the form annexed hereto (the Director’s Certificate), having attached to it the written resolutions of all of the directors of the Company passed on 10 March 2024 (the Board Resolutions).

 

6.

The Register of Writs maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 16 May 2024.

 

7.

The Registration Statement.

 

8.

The Prospectus.

 

 

Schedule 2

 

Assumptions

 

Assumptions of general application

 

1

All original documents examined by us are authentic and complete.

 

2

All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete.

 

3

All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine.

 

4

Each of the Good Standing Certificate and the Director’s Certificate is accurate and complete as at the date of this opinion.

 

5

Where a Document has been provided to us in draft or undated form, such Document has been executed by all parties in materially the form provided to us and, where we have been provided with successive drafts of the Document marked to show changes from a previous draft, all such changes have been accurately marked.

 

Status, authorisation and execution

 

6

Each of the parties to the Document other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws.

 

7

Any individuals who are parties to the Document, or who sign or have signed documents or give information on which we rely, have the legal capacity under all relevant laws (including the laws of the Cayman Islands) to enter into and perform their obligations under such Document, sign such documents and give such information.

 

8

The Document and each Governing Document has been duly authorised, executed and unconditionally delivered by or on behalf of all parties to them in accordance with all applicable laws (other than, in the case of the Company, the laws of the Cayman Islands).

 

9

In authorising the execution and delivery of the Document by the Company, the filing of the Registration Statement and Prospectus, the exercise of its rights and performance of its obligations under the Document, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her.

 

10

The person named in the Board Resolutions as authorised to execute the Document on behalf of the Company in fact executed such Document with the intention to bind the Company.

 

11

Each of the parties to the Governing Documents other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. Any individuals who are parties to the Governing Documents, or who sign or have signed documents or give information on which we rely, have the legal capacity under all relevant laws (including the laws of the Cayman Islands) to enter into and perform their obligations under such Governing Document, sign such documents and give such information.

 

 

12

The Non-Equity Securities will respectively be issued and authenticated as required in accordance with the provisions of a duly authorised, executed and delivered applicable Governing Document and the Non-Equity Securities will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

13

The form and terms of any and all Securities (including, without limitation, the designation, powers, preferences, rights, qualifications, limitations and restrictions of Preferred Shares), the issuance and sale thereof by the Company, and the Company’s incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the memorandum and articles of association of the Company then in effect nor any applicable law, regulation, order or decree in the Cayman Islands.

 

Choice of law

 

14

The express choice in the Document and the Governing Documents of its Proper Law as the governing law of that Document was made in good faith.

 

15

The express choice of their Proper Law as the governing law of the Document and the Governing Documents is a valid and binding selection under its Proper Law and all other relevant laws (other than the laws of the Cayman Islands).

 

16

There is nothing under any law (other than the laws of the Cayman Islands) that would or might affect the opinions herein.

 

Enforceability

 

17

We have not reviewed the Governing Documents and our opinions are qualified accordingly.

 

18

We reserve our opinion as to the extent to which the courts of the Cayman Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of the Governing Documents and the Non-Equity Securities and enforce the remainder of the Governing Documents and the Non-Equity Securities or the transaction of which such provisions form a part, notwithstanding any express provisions in the Indenture in this regard.

 

19

The Document and each Governing Document is legal, valid, binding and enforceable against all relevant parties in accordance with its terms under its Proper Law and all other relevant laws (other than, in the case of the Company, the laws of the Cayman Islands).

 

20

If an obligation is to be performed in a jurisdiction outside the Cayman Islands, its performance will not be contrary to an official directive, impossible or illegal under the laws of that jurisdiction.

 

21

No moneys paid to or for the account of any party under the Document or the Governing Documents represent, or will represent, criminal property or terrorist property (as defined in the Proceeds of Crime Act (Revised), and the Terrorism Act (Revised) respectively). None of the parties to the Document or the Governing Documents is acting or will act in relation to the transactions contemplated by the Document or the Governing Documents, in a manner inconsistent with sanctions imposed by Cayman Islands authorities, or United Nations or United Kingdom sanctions or measures extended by statutory instrument to the Cayman Islands by order of His Majesty in Council.

 

 

22

None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence:

 

(a)

the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and

 

(b)

neither the execution or delivery of the Document or the Governing Documents nor the exercise by any party to the Document or the Governing Documents of its rights or the performance of its obligations under them contravene those laws or public policies.

 

23

There are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Document or the Governing Documents or the transactions contemplated by them or restrict the powers and authority of the Company in any way.

 

Equity Securities

 

24

The Equity Securities shall be issued at an issue price in excess of the par value thereof.

 

25

With respect to any shares to be issued underlying the Depositary Shares (the Underlying Shares), we have further assumed that (i) the Underlying Shares will be issued pursuant to a duly authorised, executed and delivered Deposit Agreement and (ii) the execution and delivery of the Deposit Agreement has been duly authorised by the Company and does not contravene the memorandum and articles of association then in effect or the laws of the Cayman Islands.

 

26

All necessary corporate action will be taken to authorise and approve any issuance of Securities and the terms of the offering of such Securities thereof and other related matters and that the applicable definitive purchase, underwriting or similar agreement will be duly approved, executed and delivered by or on behalf of the Company and all other parties thereto.

 

Approvals, consents and filings

 

27

The Company has obtained all consents, licences, approvals and authorisations of any governmental or regulatory authority or agency or of any other person that it is required to obtain pursuant to the laws of all relevant jurisdictions (other than those of the Cayman Islands) to ensure the legality, validity, enforceability, proper performance and admissibility in evidence of the Document and the Prospectus. Any conditions to which such consents, licences, approvals and authorisations are subject have been, and will continue to be, satisfied or waived by the parties entitled to the benefit of them.

 

28

All of the following that are necessary to ensure the validity, legality, enforceability or admissibility in evidence of the Document and the Prospectus have been made or paid:

 

(a)

all notarisations, apostillings and consularisations required pursuant to the laws of all relevant jurisdictions (other than those of the Cayman Islands); and

 

(b)

all filings, recordings, registrations and enrolments of the Document and the Prospectus with any court, public office or elsewhere in any jurisdiction outside the Cayman Islands; and

 

(c)

all payments outside the Cayman Islands of stamp duty, registration or other tax on or in relation to the Document and the Prospectus.

 

Submission to jurisdiction

 

29

The submission by the Company to the jurisdiction of the courts specified in the Document is binding on the Company as a matter of all relevant laws (other than the laws of the Cayman Islands).

 

Sovereign immunity

 

30

The Company is not a sovereign entity of any state and does not have sovereign immunity for the purposes of the UK State Immunity Act 1978 (which has been extended by statutory instrument to the Cayman Islands).

 

 

Schedule 3

 

Qualifications

 

Good Standing

 

1

Under the Companies Act annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

 

2

In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

 

Register of Writs

 

3

Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

 

(a)

any current or pending litigation in the Cayman Islands against the Company; or

 

(b)

any application for the winding up or dissolution of the Company or the appointment of any liquidator or trustee in bankruptcy in respect of the Company or any of its assets,

 

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.

 

Limited liability

 

4

We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act of the Cayman Islands and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder.

 

 

Non-Assessable

 

5

In this opinion, the phrase “non-assessable” means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

 

Choice of law

 

6

 

(a)

The courts of the Cayman Islands will not recognise the choice of its Proper Law as the governing law of the Document to the extent that such choice of Proper Law would be incompatible with the public policy of Cayman Islands law.

 

(b)

In any action brought in respect of the Document in the courts of the Cayman Islands, those courts will not apply its Proper Law unless that law is pleaded and proved in the courts of the Cayman Islands, nor will they apply that law:

 

(i)

to matters of procedure; and

 

(ii)

to the extent the application of that Proper Law would be incompatible with the public policy of Cayman Islands law or contrary to mandatorily-applicable provisions of Cayman Islands law.

 

Enforceability

 

7

In this opinion, the term “enforceable” means that the relevant obligations are of a type that the courts of the Cayman Islands will ordinarily enforce, but it does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular, but without limitation:

 

(a)

enforcement may be limited by insolvency or similar laws affecting the rights of creditors;

 

(b)

enforcement may be limited by general principles of equity. In particular, equitable remedies, such as specific performance and injunction, will only be granted by a court in its discretion and may not be available where the court considers damages to be an adequate remedy;

 

(c)

a claim may be barred by statutes of limitation, or it may be or become subject to defences of set-off, abatement, laches or counterclaim and the doctrines of estoppel, waiver, election, forbearance or abandonment;

 

(d)

a court may refuse to allow unjust enrichment;

 

(e)

enforcement of an obligation of a party under the Document may be invalidated or vitiated by reason of fraud, duress, misrepresentation or undue influence or it may be limited by Cayman Islands law dealing with frustration of contracts;

 

(f)

a provision of the Document that fetters any statutory power of a Cayman Islands’ company, such as a provision restricting the company’s power to commence its winding up, to alter its memorandum and articles of association or to increase its share capital, may not be enforceable;

 

 

(g)

the effectiveness of a provision in the Document releasing a party from a liability or duty otherwise owed may be limited by law;

 

(h)

a court will not enforce a provision of the Document to the extent that it may be illegal or contrary to public policy in the Cayman Islands or purports to bar a party unconditionally from, seeking any relief from the courts of the Cayman Islands or any other court or tribunal chosen by the parties;

 

(i)

a provision of the Document that is construed as being penal in nature, in that it provides that a breach of a primary obligation results in a secondary obligation that imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation, will not be enforceable (and we express no opinion as to whether such a provision is proportionate);

 

(j)

a court may refuse to give effect to a provision in the Document (including a provision that relates to contractual interest on a judgment debt) that it considers usurious;

 

(k)

a court may not enforce a provision of the Document to the extent that the transactions contemplated by it contravene economic or other sanctions imposed in respect of certain states or jurisdictions by a treaty, law, order or regulation applicable to the Cayman Islands;

 

(l)

a court may refuse to give effect to a provision in the Document that involves the enforcement of any foreign revenue or penal laws; and

 

(m)

where a contract provides for the payment of legal fees and expenses incurred by a party to that contract in enforcing the contract, a party who succeeds in enforcing the contract is entitled to recover by court judgment the amount of the legal fees and expenses found to be due under the terms of the contract. In all other cases, costs of legal proceedings can only be recovered from another party to the proceedings by a court order, which is a matter for the discretion of the court, and such costs are liable to taxation (assessment by the court.

 

8

A court may determine in its discretion the extent of enforceability of a provision of the Document that provides for or requires, as the case may be:

 

(a)

severability of any provision of the Document held to be illegal or unenforceable;

 

(b)

any calculation, determination or certificate to be conclusive or binding, including if that calculation, determination or certificate is fraudulent or manifestly inaccurate or has an unreasonable or arbitrary basis;

 

(c)

the vesting in a party of a discretion or of a power to determine a matter in its opinion, if that discretion is exercised unreasonably or the opinion is not based on reasonable grounds; or

 

(d)

written amendments or waivers of the Document if a purported amendment or waiver is effected by oral agreement or course of conduct, and we express no opinion on any provisions of that type.

 

9

The law of the Cayman Islands may not recognise a difference between negligence and gross negligence.

 

 

10

Where a Document is dated “as of” a specific date, although the parties to that Document have agreed between themselves that, as a matter of contract and to the extent possible, their rights and obligations under it take effect from a date prior to the date of execution and delivery, that Document still comes into effect on the date it is actually executed and delivered. Rights of third parties under that Document also take effect from the date that Document is actually executed and delivered, rather than the “as of” date.

 

Jurisdiction clauses

 

11

Notwithstanding any provision of the Document providing for the exclusive jurisdiction of the courts of another country, the courts of the Cayman Islands may not stay or strike out proceedings brought in contravention of such a provision if the claimant shows that it is just and proper to allow such proceedings to continue. In relation to some matters the courts of the place of incorporation have exclusive jurisdiction and, where that place of incorporation or registration is not the Cayman Islands, the Cayman Islands court will not accept jurisdiction.

 

12

Notwithstanding any provision of the Document providing for the non-exclusive jurisdiction of the courts of another country, a Cayman Islands court will only refuse leave to serve a writ outside of the Cayman Islands if the Cayman Islands are not the most appropriate forum and will only stay or strike out proceedings if pursuing the case in the Cayman Islands court would be vexatious or oppressive. There is no presumption that the nomination of a non-exclusive forum will give priority to that forum over the Cayman Islands.

 

Stamp duty

 

13

Cayman Islands stamp duty will be payable if the Document is executed in, or brought to, the Cayman Islands (including being produced to a court of the Cayman Islands).

 

Public offering in the Cayman Islands

 

14

The Company is prohibited by section 175 of the Companies Act from making any invitation to the public in the Cayman Islands to subscribe for any of its securities.

 

 

 

 

Exhibit 5.2

 

May 17, 2024

 

Indonesia Energy Corporation Limited

GIESMART PLAZA 7^th Floor

Jl. Raya Pasar Minggu No. 17A

Pancoran - Jakarta, Indonesia 12780

 

Re: Indonesia Energy Corporation Limited

 

Ladies and Gentlemen:

 

We have acted as U.S. securities counsel to Indonesia Energy Corporation Limited, a Cayman Islands exempted company (the “Company”), in connection with the preparation of a registration statement on Form F-3 (the “Registration Statement”) and an accompanying base prospectus and prospectus supplement related to a proposed “at the market” offering by the Company (the “ATM Prospectus Supplement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) the offer and sale from time to time by the Company of up to a maximum of $50,000,000 aggregate initial offering price of a presently indeterminate amount of securities including ordinary shares, preferred shares, warrants, debt securities (which may be senior or subordinated, convertible or non-convertible, secured or unsecured) (the “Debt Securities”), rights, units, and depositary shares (the “Depositary Shares,” each a “Company Security” and collectively, or in any combination, the “Company Securities”); and (ii) the offer and sale from time to time by the Company of up to $9,600,000 of ordinary shares of the Company pursuant to the ATM Prospectus Supplement.

 

The Company Securities may be issued and sold by the Company pursuant to applicable provisions of Rule 415 under the Securities Act, in amounts, at prices and on terms to be determined in light of market conditions at the time of sale, and as set forth in the Registration Statement and ATM Prospectus Supplement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and any supplements to the Prospectus in addition to the ATM Prospectus Supplement (each, a “Prospectus Supplement”). The Company Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

 

For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Company are actually serving in such capacity, that the representations of officers and employees of the Company are correct as to questions of fact, that the Company’s board of directors will have taken all action necessary to set the issuance price of the Company Securities to be offered and sold and that each party to the documents we have examined or relied on has the power, corporate or other, to enter into and perform all obligations thereunder and also have assumed the due authorization by all requisite action, corporate or other, the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties. We have not independently verified any of these assumptions.

 

 

The opinions expressed in this opinion letter are limited to, and we assume the documents pertaining to the Debt Securities and the Depositary Shares addressed in our opinions below shall be governed solely by, the laws of the State of New York, without regard to the conflicts of laws principles thereof. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of (a) the laws of any other jurisdiction; or (b) the laws of any county, municipality or other political subdivision or local governmental agency or authority.

 

All references in this opinion letter to the board of directors of the Company are intended to include an authorized committee thereof empowered and authorized to act in lieu of the full board of directors of the Company.

 

Based on the foregoing and in reliance thereon, and subject to the assumptions, qualifications, limitations and exceptions set forth below, we are of the opinion that:

 

1. With respect to any Debt Securities when (a) the board of directors of the Company has taken all necessary corporate action to approve an applicable indenture, if any, or any amendment or supplement thereto or other agreement in respect thereof, if any, and such indenture, if any, or any amendment or supplement thereto or other agreement in respect thereof, if any, has been validly executed and delivered by the Company, (b) any applicable indenture, if required, has been duly qualified under the Trust Indenture Act of 1939, as amended, if qualification is required thereunder, (c) the board of directors of the Company has taken all necessary corporate action to approve the specific issuance and terms of any series of debt security duly established in accordance with the applicable indenture, if any, and (d) such Debt Securities have been duly executed, countersigned, registered, issued and delivered in accordance with the indenture, if any, or any amendment or supplement thereto or other agreement in respect thereof, if any, the applicable definitive purchase, underwriting or similar agreement, as applicable, such Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (x) the enforceability of any waiver of rights under any usury or state law, (y) the validity, legally binding effect or enforceability of any provision of the indenture that requires or relates to adjustments to the conversion rate at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture or (z) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principle amount upon acceleration of the Debt Securities to the extent determined to constitute unearned interest.

 

 

2. With respect to the Depositary Shares, when (i) the board of directors of the Company has taken all necessary corporate action to approve the issuance and terms of the Depositary Shares, the terms of the offering thereof and related matters; (ii) the depositary agreement or agreements relating to the Depositary Shares and the related depositary receipts have been duly authorized and validly executed and delivered by the board of directors of the Company and the depositary appointed by the Company; (iii) the ordinary shares or preferred shares underlying the Depositary Shares have been duly authorized, validly issued and deposited with the depositary under the applicable depositary agreement; and (iv) the depositary receipts representing the Depositary Shares have been duly executed, countersigned, registered and delivered in accordance with the appropriate depositary agreement approved by the Company, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement, the Depositary Shares will be legally issued and will entitle their holders to the rights specified in the deposit agreement and the depositary receipt.

 

The opinions set forth above are subject to the following additional assumptions:

 

(i)

the Registration Statement, including any amendments thereto (including post-effective amendments), will have been declared effective under the Securities Act, and such effectiveness shall not have been terminated, suspended or rescinded;

 

(ii)

all Company Securities will be issued and sold in compliance with applicable federal and state securities laws, rules and regulations and solely in the manner provided in the Registration Statement, the ATM Prospectus Supplement, and any other applicable Prospectus Supplement, and there will not have occurred any change in law, rule, regulation or fact affecting the validity of any of the opinions rendered herein;

 

(iii)

a definitive purchase, underwriting or similar agreement and any other necessary agreements with respect to any Company Securities offered or issued will have been duly authorized and duly executed and delivered by the Company and the other parties thereto;

 

(iv)

the final terms of any of the Company Securities when issued, the issuance, sale and delivery thereof by the Company, and the incurrence and performance of the Company’s obligations thereunder or respect thereof in accordance with the terms thereof, and any consideration received by the Company for any such issuance, sale and delivery, will comply with, and will not violate, the Company’s Memorandum and Articles of Association (as may be amended from time to time) (the “Memorandum and Articles of Association”) or any applicable law, rule or regulation, or result in a default under or breach of any agreement or instrument binding upon the Company and will comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or to which the issuance, sale and delivery of such Company Securities or the incurrence and performance of such obligations may be subject or violate any applicable public policy, or be subject to any defense in law or equity;

 

 

(v)

the Company shall have taken any action required to be taken by the Company to authorize the offer and issuance of the Company Securities, and such authorization shall remain in effect and unchanged at all times during which the Company Securities are offered and issued and shall not have been modified or rescinded (subject to the further assumption that the sale of any Company Security takes place in accordance with such authorization), the board of directors of the Company shall have duly established the terms of such Company Security and duly authorized and taken any other necessary corporate action to approve the issuance and sale of such Company Security in conformity with the Memorandum and Articles of Association (subject to the further assumption that Memorandum and Articles of Association have not been amended from the date hereof in a manner that would affect the validity of any of the opinions rendered herein), and such authorization shall remain in effect and unchanged at all times during which the Company Securities are offered and issued and shall not have been modified or rescinded (subject to the further assumption that the sale of any Company Security takes place in accordance with such authorization); and

 

(vi)

to the extent they purport to relate to liabilities resulting from or based upon gross negligence, recklessness or other conduct committed or omitted willfully or in bad faith or any violation of federal or state securities or blue sky laws, we express no opinions concerning the enforceability of indemnification provisions.

 

The opinions above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium and other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally, (ii) general principles of equity, whether such principles are considered in a proceeding of law or at equity, and (iii) an implied covenant of good faith, reasonableness and fair dealing and standards of materiality.

 

We express no opinion as to any provision in any unit purchase agreement other agreement pursuant to which any Company Securities are to be issued or governed, or the Memorandum and Articles of Association (i) that purports to waive forum non convenient or trial by jury; (ii) that relates to judgments in currencies other than U.S. dollars; (iii) that releases, exculpates or exempts a party from, or requires indemnification or contribution of a party for, liability for its own negligence or misconduct; (iv) that purports to allow any party to unreasonably interfere in the conduct of the business of another party; (v) that purports to require any party to pay any amounts due to another party without a reasonable accounting of the sums purported to be due; (vi) that purports to prohibit the assignment of rights that may be assigned pursuant to applicable law regardless of an agreement not to assign such rights; (vii) that purports to require that amendments to any agreement be in writing; (viii) relating to powers of attorney, severability or set-off; (ix) that purports to limit access exclusively to any particular courts; (x) that provides a waiver of stay, extension or usury laws or of unknown future rights; and (xi) providing that decisions by a party are conclusive or may be made in its sole discretion. We express no opinion concerning whether a U.S. federal court would accept jurisdiction in any dispute, action, suit or proceeding arising out of or relating to any agreement or the transactions contemplated thereby.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving our consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, the Prospectus or any Prospectus Supplement within the meaning of the term “expert,” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

Very truly yours,

 

/s/ Ellenoff Grossman & Schole LLP
Ellenoff Grossman & Schole LLP

 

 

 

Exhibit 23.3

 

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in this Registration Statement of Indonesia Energy Corporation Limited on Amendment No.1 to Form F-3 (File No. 333-278175) of our report dated April 26, 2024, with respect to our audits of the consolidated financial statements of Indonesia Energy Corporation Limited as of December 31, 2023 and 2022 and for the three years ended December 31, 2023 appearing in the Annual Report on Form 20-F of Indonesia Energy Corporation Limited for the year ended December 31, 2023. We also consent to the reference to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

 

/s/ Marcum Asia CPAs LLP

 

Marcum Asia CPAs LLP

Beijing, China

May 17, 2024

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM F-3

(Form Type)

 

INDONESIA ENERGY CORPORATION LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

In US Dollars

 

		Security Type		Security Class Title				Fee Calculation Rule or Instruction				Amount Registered				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Newly Registered Securities
Fees to be paid		Equity			Ordinary Shares				Rule 457(o)				(1	)			(1	)			(1	)			-				-
Fees to be paid		Equity			Preferred Shares				Rule 457(o)				(1	)			(1	)			(1	)			-				-
Fees to be paid		Debt			Debt Securities				Rule 457(o)				(1	)			(1	)			(1	)			-				-
Fees to be paid		Other			Rights				Rule 457(o)				(1	)			(1	)			(1	)			-				-
Fees to be paid		Other			Warrants				Rule 457(o)				(1	)			(1	)			(1	)			-				-
Fees to be paid		Other			Units				Rule 457(o)				(1	)			(1	)			(1	)			-				-
Fees to be paid		Other			Depositary Shares				Rule 457(o)				(1	)			(1	)			(1	)			-				-
Fees to be Paid		Unallocated (Universal) Shelf			-				Rule 457(o)			$	50,000,000	(1)			(1	)		$	50,000,000	(1)		$	0.00014760			$	7,380
Fees Previously Paid		-			-				-				-				-				-				-				-
		Total Offering Amounts																		$	50,000,000							$	7,380
		Total Fees Previously Paid																											-
		Total Fee Offsets																										$	4,937
		Net Fee Due																										$	2,443

 

 

Table 2: Fee Offset Claims and Sources

In US Dollars

 

Registrant or Filer Name

Forms or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Fees Offset Claims

Indonesia Energy Corporation Limited

F-3

333-252520

January 28, 2021

-

$

4,937

(2)

Unallocated (Universal Shelf)

(2)

(2)

$

45,253,995

(2)

 

	(1)	There are being registered under this Registration Statement such indeterminate number of ordinary shares, preferred shares, debt securities, rights, depositary shares, units, warrants and a combination of such securities, separately or as units, as may be sold by the Registrant from time to time, which collectively shall have an aggregate offering price not to exceed $50,000,000. The securities registered hereunder also include such indeterminate number of each class of identified securities as may be issued upon conversion, exercise, redemption or exchange of any other securities that provide for such conversion into, exercise for, redemption of or exchange into such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion, redemption or exchange of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the ordinary shares being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, distributions or similar transactions. The proposed offering price per security will be determined, from time to time, by the registrant in connection with the sale of the securities under this Registration Statement.
	(2)	The Registrant’s previous registration statement on Form F-3, initially filed on January 28, 2021, and subsequently amended on February 11, 2021 and declared effective on February 16, 2021 (File No. 333-252520) (the “Prior Registration Statement”), registered $50,0000,000 worth of securities.  In connection with the Prior Registration Statement, the Registrant paid a total of $5,455.00 in registration fees.  As of the date hereof, $45,253,994 worth of securities remain unsold under the Prior Registration Statement.  Pursuant to Rule 457(o) of the Securities Act, the Registrant is registering $50,000,000 in aggregate offering amount of securities of the Registrant pursuant to this Registration Statement with a required registration fee of $7,380.  Accordingly, based on the filing fees associated with amount of unsold securities under the Prior Registration Statement, a fee offset of $4,937 is applied to the present registration fee, netting a total registration fee of $2,443 to be paid in connection with this Registration Statement.  In accordance with the Securities Act, the offering of the unsold securities on the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.

 

 

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