8i Enterprises Acquisition Corp. (NASDAQ: JFKKU, JFK, JFKKW, JFKKR)
(“JFK” or the “Company”), a special purpose acquisition company,
today announced that it has amended the Share Exchange Agreement
(“Amendment”) with Diginex Limited (“Diginex” or the “Company”), a
blockchain financial services and technology company, to extend the
date by which it much complete its business combination to June 23,
2020 and to include new covenants and closing conditions of the
parties.
JFK has called a special shareholder meeting for
June 15, 2020 to vote on the business combination along with the
other proposals. All parties remain committed to the business
combination, which if consummated, will result in Diginex becoming
the first company listed on Nasdaq with a digital asset
exchange.
The Amendment, among other things, increases (i)
the number of shares issuable to the Diginex shareholders at the
closing of the business combination from 20,000,000 to 25,000,000,
(ii) the number of earnout shares the Diginex shareholders would be
entitled to receive upon the attainment of certain stock price
targets from an aggregate of 5,000,000 over the three-year period
after the closing of the business combination to 12,000,000 over
the four-year period after the closing of the business combination,
and (iii) from 4,200,000 to 5,600,000 the number of options to
purchase ordinary shares of the combined company that will be
issued in exchange for the currently outstanding options to
purchase ordinary shares of Diginex.
The parties have also agreed, among other
things, that Diginex will use commercially reasonable efforts to
raise gross proceeds of $15,000,000 of additional capital through a
private placement prior to the closing of the business combination
and that it will be a closing condition that JFK will have at least
$15,000,000 in its trust account after taking into account
redemptions by JFK’s shareholders, but prior to taking into account
JFK’s liabilities for any fee and costs related to the business
combination.
Diginex continues to execute on its product
roadmap, with the ongoing roll-out of various products including
Helios, a warm custody solution for digital assets, in which
further supports the company’s execution capability. Diginex’s
institutionally focused digital asset exchange is anticipated to be
available to the public in May 2020.
James Tan, Chairman and Chief Executive Officer
of JFK, commented, “the need for institutional grade, regulated
infrastructure in the digital asset and blockchain space remains
strong. Diginex continues to be well-positioned to unlock
opportunities and drive institutional adoption of blockchain
technologies and digital assets.”
Richard Byworth, Chief Executive Officer of
Diginex, said, “we are committed to providing institutional
investors with the tools, technology and infrastructure required to
drive increased adoption of digital assets, a trend in which we see
tremendous growth opportunities, particularly as it relates to the
disruption of the traditional financial services industry.”
About Diginex Limited
Diginex is a blockchain financial services and
technology company. Diginex partners with institutional investors,
corporations and governments to make digital assets more
accessible, business processes more efficient and secure. Diginex
believes its collaborative approach and pursuit of global
cooperation is optimal to drive institutional adoption of
blockchain technologies and the regulated use of digital assets.
More information can be found at: https://www.diginex.com/. Follow
Diginex on social media on Twitter @DiginexGlobal, on Facebook
@DiginexGlobal, and on LinkedIn.
About 8i Enterprises Acquisition
Corp.
8i Enterprises Acquisition Corp. is a British
Virgin Islands company incorporated as a blank check company for
the purpose of entering into a merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or
similar business combination with one or more businesses or
entities. The Company's efforts to identify a prospective target
business will not be limited to a particular industry or geographic
region, although the Company intends to focus on targets located in
Asia.
Disclaimer
This press release is not a proxy statement or a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed transaction. This
press release shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No registered offering of securities shall be made
except by means of a prospectus meeting the requirements of section
10 of the Securities Act of 1933, as amended.
Forward Looking Statements
This press release includes forward looking
statements that involve risks and uncertainties. Forward looking
statements are statements that are not historical facts. Such
forward-looking statements, including the identification of a
target business and potential business combination or other such
transaction, are subject to risks and uncertainties, which could
cause actual results to differ from the forward- looking
statements. These risks and uncertainties include, but are not
limited to, those factors described in the section entitled “Risk
Factors” in the prospectus filed by JFK in connection with its
initial public offering on March 27, 2019. Important factors, among
others, that may affect actual results or outcomes include: the
inability to complete the proposed transaction; the inability to
recognize the anticipated benefits of the proposed transaction,
which may be affected by, among other things, the amount of cash
available following any redemptions by JFK shareholders; the
ability to meet Nasdaq’s listing standards following the
consummation of the proposed transaction; and costs related to the
proposed transaction. Important factors that could cause the
combined company’s actual results or outcomes to differ materially
from those discussed in the forward-looking statements include: The
impact of the outbreak of the novel coronavirus (COVID-19),
Diginex’s limited operating history and history of net losses;
Diginex’s ability to manage growth; Diginex’s ability to execute
its business plan; Diginex’s estimates of the size of the markets
for its products; the rate and degree of market acceptance of
Diginex’s products; Diginex’s ability to identify and integrate
acquisitions; potential litigation involving the Company or Diginex
or the validity or enforceability of Diginex’s intellectual
property; general economic and market conditions impacting demand
for Diginex’s products and services; and such other risks and
uncertainties as are discussed in the Company’s prospectus filed in
connection with its initial public offering and the proxy statement
to be filed relating to the business combination. Other factors
include the possibility that the proposed business combination does
not close, including due to the failure to receive required
security holder approvals, or the failure of other closing
conditions. The Company expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is
based.
Contacts
For inquiries regarding 8i Enterprises Acquisition Corp.:
William Yap, CFAChief Financial OfficerEmail:
ir@8icorp.comPhone: +65 6788-0388
or
Investor Relations:Tony Tian, CFA Weitian Group LLC Email:
ttian@weitianco.comPhone: +1 732-910-9692
For inquiries regarding Diginex:
Heather DaleChief Marketing OfficerEmail:
heather.dale@diginex.comPhone: +852 2248 0600
THIS PRESS RELEASE CONTAINS ONLY A BRIEF
DESCRIPTION OF THE PROPOSED TRANSACTION. IT IS NOT A REQUEST FOR OR
SOLICITATION OF A PROXY. IN CONNECTION WITH THE PROPOSED
TRANSACTION, 8i ENTERPRISES ACQUISITION INTENDS TO FILE A PROXY
STATEMENT ON SCHEDULE 14A AND OTHER RELEVANT MATERIALS WITH THE
SECURITIES AND EXCHANGE COMMISSION, OR SEC. STOCKHOLDERS OF 8i
ENTERPRISES ACQUISITION ARE URGED TO READ 8i ENTERPRISES
ACQUISITION’S PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A DEFINITIVE
PROXY STATEMENT WILL BE SENT TO 8i ENTERPRISES ACQUISITION’S
STOCKHOLDERS SEEKING THEIR APPROVAL OF THE PROPOSED TRANSACTION. 8i
ENTERPRISES ACQUISITION’S STOCKHOLDERS WILL BE ABLE TO OBTAIN THESE
DOCUMENTS (WHEN AVAILABLE) FREE OF CHARGE AT THE SEC’S WEB SITE,
HTTP://WWW.SEC.GOV. IN ADDITION, THEY MAY OBTAIN FREE COPIES OF
THESE BY CONTACTING 8i ENTERPRISES ACQUISITION’S SECRETARY, AT 6 EU
TONG SEN STREET, #08-13 THE CENTRAL, SINGAPORE 059817.
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