• VTAC, a Vertex SPAC, seeks to acquire business(es) at the forefront of technology transformation, creating long-term value for its target company and stakeholders debuts on SGX.
   
• Vertex Venture Holdings (VTAC sponsor) is a Singapore-based global venture capital platform with over US$5.1 billion AUM, providing anchor funding and operational support to a proprietary global network of venture capital funds for over 30 years. Vertex believes in its unique ability to help support target company scale and grow faster, as it transitions into the next phase of its life cycle.
   
• VTAC aims to acquire or merge with value-creating businesses at a fast growth stage of their life cycle. Based on its selection criteria, the SPAC will focus its search on AI, Cyber Security and Enterprise Solutions, Consumer Internet and Technologies, FinTech, Autonomous Driving/New EVs, BioMedTech and DigiHealth.

Focused on opportunities at the forefront of technological transformation

Public market investors can invest through VTAC to participate in investment opportunities on value-creating businesses at a fast growth stage of their life cycle. VTAC seeks to create long-term value for its target company and stakeholders by leveraging its sponsor’s global network, well-established shareholder ecosystem and deep local expertise.

For more information, please refer to VTAC’s prospectus and sgx.com/SPACs for more product-related information.

VTAC intends to acquire or merge with one or more businesses at the forefront of technology transformation for their initial business combination. The businesses will together have an aggregate fair market value of ≥80% of the asset value held in the escrow account.

Target Businesses Characteristics

• Technology-driven. Businesses with next-generation disruptive and transformational technologies that have the ability to re-invent existing technologies and business models; presenting stronger growth trajectories than traditional businesses.
• Fast-growing and scalable with strong growth potential underpinned by multiple growth drivers and steady revenue streams.
• At an inflection point of their growth journey. Businesses that are revenue generating with proven products, services or business models, but possibly in need of additional growth capital, management experience or global partnerships for further growth.
• Strong management team. Established, innovative and tenacious management teams with intentions to drive growth while building a sustainable and resilient business.
• Cross-border potential with market leadership. Intend to leverage Sponsor’s global network and deep local knowledge to scale the target company’s operations across borders and develop anchor customers in new regions and expand its portfolio rapidly in order to maintain or achieve market leadership.
• Appropriate valuation. Attractively priced relative to its peers which would provide upside potential and benefit from public market access.

VTAC intends to focus on 6 investment themes based on the selection criteria/characteristics of the prospective target business which they believe will be at the forefront of technological transformation, and in which Vertex has deep domain expertise:

Sponsor Details

Vertex Venture Holdings Ltd (Vertex) the sponsor of VTAC, is a Singapore-based global venture capital platform, which provides anchor funding and operational support to a proprietary global network of venture capital funds, through a master fund structure.

• Deep localized knowledge and global network supported by its global investment platform. The sponsor has an active portfolio of over 200 portfolio companies and manages over US$5.1 billion AUM, of which c.US$3.7 billion AUM is managed by 18 global network funds managed by independent general partners.
• Credible long-term value-added partner. Vertex seeks to create value for its start-up portfolio companies in several ways, including by way of talent recruitment, business development, fundraising and joint venture support, marketing and community development, and regulatory navigation.
• Established track record of notable investments. Vertex possesses a strong track record of over 30 years of investing in innovative technologies and divesting reputable portfolio companies through multiple exit routes such as stake sales or public listings on key capital markets in the U.S., Europe, Singapore, Hong Kong, China and Taiwan.
• Senior team with extensive relevant experience. VTAC will be led by non-executive chairman Chua Kee Lock, as well as executive director and CEO Jiang Honghui and CFO Sito Tuck Wai.

Key Product Information

• Offering and subscription details: 40 million units (or up to 42.36 million if over-allotment fully exercised)
  • Offering and subscription consists of: Cornerstone units (22.2 million), Offering Units (11.8 million), Sponsor IPO investment units (6.0 million), subjected to over-allotment
  • Sponsor IPO investment units are locked up from listing date through 6 months after completion of initial business combination
• Unit details: Each unit comprises 1 SPAC share + 0.3 of one warrant per share
  • Additional right to 0.2 of one warrant per share issued later (at or around completion of initial business combination) to shareholders who have not tendered for share redemption
  • Automatic detachment of Units into shares and warrants on 45th calendar day from listing date with trading on separate counters to commence from detachment date (fractional warrants will be disregarded upon detachment)
  • Unitholders will be credited with SPAC shares and warrants 2 market days following the detachment date
  • Warrants will become exercisable on the later of i). 30 days after completion of initial busines combination; or ii). 12 months from close of Offering
  • Warrants have an exercise price of S$5.75 per share and will expire on the 5^th anniversary of initial business combination completion, or earlier upon redemption of warrants or liquidation

Note: Detachment dates for different SPACs can vary and investors are advised to look out for a SPAC’s announcement on SGXNET and/or their prospectus. Fractional warrants within units for different SPACs can vary and the information can be found in the relevant prospectus.

• Escrow account: 100% of gross Offering proceeds, issuance of Cornerstone Units, and Sponsor IPO Investment Units to be placed in an escrow account
  • May be used for consummation of initial business combination and payment of deferred underwriting commissions
  • Escrow funds may only be invested in permitted investments, with interest earned potentially used to pay for SPAC’s income taxes and operating expenses (if any)

• Time period to complete business combination
  • Within 24 months from listing date, with extension of up to 12 months (subject to approvals from SGX-ST and shareholders) to a maximum timeframe of 36 months from listing date

Key risks (page 45 to 76 of the prospectus for the full list of risk factors)

• Recently incorporated company with no operating history and no revenues and no basis on which to evaluate its ability to achieve its business objective
• Past performance by Sponsor, Management Team or their respective affiliates may not be indicative of future performance
• May not be able to consummate an initial business combination within 24 months (subject to overall maximum time frame of 36 months) from listing date and the SPAC may have to undergo liquidation
• Investors may experience dilution of their percentage ownership if they do not exercise their warrants or if other investors exercise their warrants
• Investors may experience dilution resulting from the exercise of redemption rights by other shareholders in connection with the SPAC’s initial business combination

Additional Information from IPO Prospectus

IPO details

• Offer price at S$5.00 per unit
• Offered units 11.8 million units (subject to Over-allotment option)
  • 11.2 million units under International Placement
  • 0.6 million units under Public Offer
• Minimum initial application at 1,000 Offering units
• Cornerstone investors to subscribe for 22.2 million Cornerstone Units
• Sponsor to subscribe for 6.0 million Sponsor IPO Investment Units 
• Estimated IPO market capitalisation at S$200.0 million (subject to Over-allotment Option)
• 100% of gross IPO proceeds raised to be deposited in escrow account (to be used for initial business combination and payment of deferred underwriting commissions)

Committed sponsor aligned with VTAC investors’ long-term interests

• S$30m (or 6.0 million units) of Sponsor IPO Investment Units locked up from listing date through six months post completion of initial business combination.
• Contribution of up to S$10 million of at-risk capital (Private Placement warrants) for payment of offering and operating expenses.
• Sponsor’s promote shares are subject to time and price based vesting

Private Placement Warrants  

• Sponsor has entered into a private placement warrants purchase agreement as part of the at-risk capital contribution
• The sponsor will subscribe an aggregate of up to 20.0 million warrants (16.0 million on close of offering and up to further 4.0 million in one or more tranches at any time from date of offering close to date of initial busines combination – at a consideration of S$0.50 per private placement)
• Warrant exercise price of S$5.75 per share
• Gross proceeds from private placement warrants will be used to pay for offering and operating expenses and will not be placed in the escrow account
• Use of gross proceeds from private placement warrants (estimated and assume over-allotment option exercised in full)
  • c. S$3.3million – Underwriting commission
  • S$1.1 million – Professional fees & expenses
  • S$0.13 million – Listing fees 
  • S$1.6 million – Miscellaneous

Note: Estimated proceeds from exercise of all public warrants (assuming exercised on a cash-basis) will be approximately S$115.0 million (assuming Over-allotment Option not exercised). Sponsor intends to use public warrant proceeds to fund working capital requirements of the new company/entity post the completion of the initial business combination.

Warrant Redemption (page 31 of the prospectus for more details)

• The SPAC sponsor may seek to redeem all of the outstanding warrants at any time during the warrant exercise period provided the reference value of the SPAC’s shares equals or exceeds S$9 per share
• Investors receive the notice of redemption not less than 30 days prior to the redemption date (redemption period):
  • Warrants are exercisable for cash by holders any time during the redemption period
  • Outstanding warrants at redemption date shall be redeemed and settled on a “cashless basis” where holders will receive shares based on a ratio multiplied by the number of warrants held

Note: warrant redemption rights do not apply to Private Placement Warrants

Time-based and Price-based vesting for Promote Shares

• Sponsors to be allocated 10.0 million Promote Shares (up to 10.59 million subject to Over-allotment) for cash payment of S$25,000 post completion of initial business combination and subject to vesting condition
• Vesting, allocation and issuance of Promote Shares based on below schedule (please refer page 34 of prospectus for more information)
  • 49.0% of promote on date falling 12 months after completion of initial business combination
  • 17.0% upon Return to Shareholders exceeding 20%
  • 17.0% upon Return to Shareholders exceeding 40%
  • 17.0% upon Return to Shareholders exceeding 60%

Redemption, Voting and Liquidation Rights

• Redemption (shareholders may redeem their SPAC shares upon initial business combination)
  • Shareholders (except Vertex SPV and Venezio Investments) may redeem all or a portion of their shares upon completion of initial business combination (on a pro-rata basis) and payable in cash
  • There will be no redemption rights for SPAC warrants
  • Redemption will not proceed if an initial business combination does not close
• Voting
  • Shareholders to receive invitation to EGM (to seek approval for initial business combination) at least 21 calendar days before
  • Simple majority approval of VTAC’s Independent Directors and an ordinary resolution passed by shareholders at the general meeting required for business combination to proceed
  • Redemption and voting decisions are separate of each other

• Liquidation
  • SPACs will be subjected to liquidation in the event a business combination is not completed within the requisite time period
  • All assets of the SPAC (including all funds held in escrow account) will be calculated and returned to shareholders on a pro-rata basis
  • SPAC warrants will be deemed expired and warrant holders are not entitled to liquidation distribution
  • Joint Global Coordinators, Joint Bookrunners and Joint Underwriters have agreed to waive their rights to deferred underwriting commissions in escrow

Cornerstone Investors

• The following Cornerstone Investors subscribed to 22.2 million Cornerstone Units at the Offering Price:
  • Venezio Investments Pte. Ltd.
  • Asdew Acquisitions Pte Ltd.
  • DBS Bank Ltd. (on behalf of certain wealth management clients)
  • DBS Bank (HK) Ltd. (on behalf of certain wealth management clients)
  • Dymon Asia Multi-Strategy Investment Master Fund
  • Fortress Capital Asset Management (M) Sdn Bhd
  • Fullerton Fund Management Company Ltd.
  • Greenpark Investments Pte. Ltd.
  • Linden Capital L.P.
  • Lion Global Investors Ltd.
  • Target Asset Management Ptd Ltd.
  • The Segantii Asia-Pacific Equity Multi-Strategy Fund
  • UBS Asset Management (SG) Ltd.