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Metalpha Technology
wrote a column · Jun 15, 2021 21:14

LSQ and other strategic investors have invested in Longyun International.

On June 15, 2021, Hangzhou, China - (USA Business News) -$Metalpha Technology (MATH.US)$(Nasdaq: LYL or "the Company"), a company that provides supply chain management platform services to auto parts suppliers through its supply chain management platform and offers high-quality incubation services to entrepreneurs in China, announced today that it has entered into a binding investment framework agreement with three parties on a potential investment and business transformation transaction on June 11, 2021 ("Binding Investment Framework Agreement"). The signatories outside the company are: Natural Selection Capital Holdings Limited ("Natural"), Mr. Ni Ming (both referred to as "Advisors," collectively as "Advisors"), LSQ Investment Fund ("First Buyer") and specific investors represented by Elephas Global Master Fund (both as the "Second Buyer" and collectively as the "Second Buyer"; together with the First Buyer, each acting as a "Buyer," collectively as the "Buyers").
In light of this company's plan to transform its existing business into blockchain-related business. According to the investment framework agreement, this company agrees to sign consulting agreements with consultants individually before executing certain final transaction agreements ('final agreement'), and hire consultants to assist in business transformation. As the cost of providing services as consultants, this company will issue warrants to Natural and Mr. Ni Ming to buy 14,000,000 and 2,000,000 shares each with a face value of $0.0001 per share of the company's newly issued common stock ('common stock') respectively after completing the transaction with the first buyer. The warrants issued to Natural will be divided into four batches, and the exercise period of each batch will begin from the date on which the warrants can be exercised, with a exercise period of ten years for each batch. The exercise prices of these four batches of warrants are $1 per share, $1.5 per share, $2.5 per share, and $2.5 per share, conditional on the closing price of the common stock being equal to or greater than $2.5, $3.5, $5, and $6 per share for five consecutive trading days. The exercise period of the warrants issued to Mr. Ni Ming is five years, and the exercise price will be determined based on the market price, but not exceeding $1.5 per share.
Mr. Wang Bingzhong is the sole shareholder of Natural, and he previously served as Executive Director and CEO of China's largest hydropower mining company Lottery Entertainment (8198.HK). The controlling shareholder of Lottery Entertainment is Bit Mining (NYSE: BTCM). Mr. Wang has extensive investment experience in the TMT field, especially in the blockchain industry. Mr. Wang is also a director of LSQ Investment Fund.
Mr. Ni Ming previously served as Senior Vice President of 36Kr Group and Executive Director of Huarong International Financial Holdings (993.HK).
To promote business transformation, this company will, through Private Investment in Public Equity ('PIPE'), respectively sell a total of not less than $4 million and not less than $3 million of newly issued common stock to the first and second buyers, and plan to use the net proceeds from the sale for business transformation. The purchase price per share for the first buyer will be the higher of the following two options: (i) $1 per share and (ii) 85% of the lowest closing price of the last 60 trading days immediately preceding the signing of the investment framework agreement. The purchase price per share for the second buyer will be the lower of the following two options: (i) $1.75 per share and (ii) 88% of the lowest daily public float price in the last ten trading days immediately preceding the second trading. The transactions with the first and second buyers are expected to be completed within four months and six months respectively after executing the final agreements, subject to due diligence, customary and certain other conditions.
The company, the buyers, and the consultants have unanimously agreed to make every effort to sign the final agreement, expected not later than 30 days after June 11, 2021.
The company cannot guarantee that the proposed distribution plan or business transformation will ultimately be completed according to the definitive terms, or will not be completed at all, nor can it guarantee that any final agreements will be signed according to the definitive terms or not signed at all; nor can it guarantee that if the distribution or business transformation is completed, the potential benefits of these transactions will be realized.
Risk Disclaimer: The above content only represents the author's view. It does not represent any position or investment advice of Futu. Futu makes no representation or warranty.Read more
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