Key Transaction Terms

  • Exchange consideration and exchange ratio. Up to 3,967,705 Orbis capital shares, representing 100% of the Orbis capital shares outstanding immediately prior to closing, may be exchanged for the issuance of up to 600,000,000 ordinary shares of the Company, at a deemed value of $1.00 per share, subject to adjustment for the exercise of certain Orbis warrants. At the effective time, each Orbis ordinary share held by an Orbis shareholder that is a party to the Exchange Agreement will be exchanged for 37.8048 Class A ordinary shares and 113.4144 Class B ordinary shares of the Company, up to approximately 150,017,021 Class A ordinary shares and approximately 449,982,979 Class B ordinary shares in the aggregate.
  • Warrants. As of the date of the Exchange Agreement, 101,736 warrants to acquire Orbis capital shares were outstanding. Orbis warrants exercised prior to the effective time will be exchanged on the same pro rata basis as other Orbis capital shares; any warrants that remain outstanding at the effective time may either remain outstanding and unchanged or be replaced with warrants exercisable for Class A and Class B ordinary shares of the Company in accordance with the conversion provisions of the Exchange Agreement. Separately, in connection with the closing, the Company intends to issue to its advisor 90,927,946 warrants, each exercisable for one Class A ordinary share at an exercise price of $1.00 per share. Mutual agreement on the form of such warrant is a condition to closing.
  • Equity incentive and management awards. The Exchange Agreement permits the Company to grant awards under its 2025 Equity Incentive Plan covering up to 875,965 shares, and to grant performance- and service-based restricted stock units to each of Goh Kian Hwa and Lung Lay Hua with an aggregate value of up to $3 million each, subject to the conditions set forth in the Exchange Agreement.
  • Advisory fees. The Company may issue up to $3.5 million of restricted shares as an advisory success fee, contingent upon closing. The Exchange Agreement also provides for the payment of a finder's fee in connection with certain operating expense financing, not to exceed 6% of the funds raised.
  • Shareholder support. Holders of more than 75% of the outstanding capital stock of Orbis have executed the Exchange Agreement. The Company anticipates that this percentage will increase to at least 93% pursuant to drag-along rights contained in an agreement among Orbis shareholders.
  • Concurrent financing. At or prior to closing, the Company is required to complete a private placement of Class A ordinary shares for aggregate gross proceeds of a minimum of $30 million and a maximum of $100 million. Of the proceeds, $3 million is to be provided at closing to a wholly owned operating subsidiary of the Company for ordinary-course operations related to its current mobile applications and SaaS solutions.
  • Orbis deposit. Orbis intends to provide the Company with $1 million in cash within 60 days of the date of the Exchange Agreement. The payment is non-refundable, subject to limited exceptions, and is restricted to use for the Company’s operations and ordinary-course business purposes.
  • Board and management. Following the effective time, the board of directors will consist of seven directors: Goh Kian Hwa and Lung Lay Hua, each a current director of the Company; four nominees designated by Orbis; and one nominee designated by the Company’s advisor. The post-closing board is required to satisfy Nasdaq independence requirements. Senior executive officer positions of the post-closing company will be held by individuals designated by Orbis.
  • Share structure. Holders of the Company’s existing Class B ordinary shares have delivered irrevocable instructions to convert all such shares into Class A ordinary shares effective upon, and conditioned on, the closing, and have agreed to vote in favor of the transaction. Holders of Orbis equity interests have entered into lock-up agreements covering the twelve-month period following the closing, subject to customary permitted transfers.
  • Nasdaq listing. The Company will use its reasonable best efforts to cause the Class A ordinary shares issued in the transaction to be approved for listing on the Nasdaq Stock Market at or after the effective time.
  • Additional financings. In addition to the concurrent private placement described above, the Exchange Agreement permits the Company to conduct an operating expense financing of up to $6 million, subject to the pricing, use-of-proceeds and 20% ownership limitations set forth in the Exchange Agreement.