De-SPAC FAQs

Please note that these FAQs may be specific to the proposed business combination announced by VTAC.

Visit www.sgx.com/SPACs for more product information on SPACs.

VTAC’s Proposed Business Combination with 17LIVE

Vertex Technology Acquisition Corporation (VTAC) is the first special purpose acquisition company (SPAC) listed in Singapore in Jan 2022. VTAC has announced a proposed business combination (BC) with live streaming platform 17LIVE Inc. which is the top pure-play live streaming platform in Japan and Taiwan by revenue – read the Circular for more information.

Below are some FAQs specific to VTAC’s proposed business combination. Shareholders should refer to Section 42.4 titled “Important Notice to Shareholders and Actions to be Taken – Redemption” of the Circular for further details.

What are the key dates that investors should take note of?

Note: The dates set out in the above timetable are indicative only and may be subject to change. The Company will make further announcements on the SGXNET on the exact dates and times of such events.

Source: Shareholder Circular

Are partial redemptions allowed? (i.e. own 100 shares but redeem 50)

Shareholders have the flexibility to do partial redemption, you can indicate the number of Shares that you would like redeem in the Share Redemption Form.

I don’t have a direct CDP account, how do I go about the redemption process?

Depending on what type of investor you are:

• Shareholders who hold their Shares through a relevant intermediary: Approach the respective relevant intermediaries through which they hold such Shares as soon as possible by the date and time as specified by such relevant intermediaries. Do not use the Share Redemption Form as that is meant for direct CDP depositors. The Share Redemption Form will only be accepted and processed by the Company provided that the name as stated in the Share Redemption Form is reflected as a Shareholder in the CDP register by 2.00 p.m. on 28 November 2023.
• SRS Investors: Approach the respective SRS Operators as soon as possible and by the time and date as specified by their respective SRS Operators. Do not use the Share Redemption Form as that is meant for direct CDP depositors. The Share Redemption Form will only be accepted and processed by the Company provided that the name as stated in the Share Redemption Form is reflected as a Shareholder in the CDP register as at 2.00 p.m. on 28 November 2023.

Can I submit an online form, instead of a physical form?

Only physical forms are allowed (there is no online submission or Investor Portal option). Shareholders who wish to redeem part or all of their Shares must complete the physical Share redemption form and submit it at the Share Registrar’s office at Boardroom Corporate & Advisory Services Pte. Ltd., 1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632 by not later than 2.00 p.m. on 28 November 2023.

The Share Redemption Form, once submitted and received by the Share Registrar, is irrevocable and will not be subject to any further amendments/revisions

After the redemption deadline, any late submission will not be entertained.

When will I receive my monies upon redeeming, if the proposed BC is successful?

Redemption Payment Date is expected to be completed on 8 December 2023. On the Completion Date, the Redeeming Shares will be debited from the Redeeming Shareholders’ Securities Accounts and the Company will make payment of the Redemption Price to the Redeeming Shareholders through CDP via the Direct Crediting Service (similar to all cash dividend events).

When will I receive my monies upon redeeming, if the proposed BC is not successful?

If the proposed business combination is not approved or completed for any reason, all redemption requests will be cancelled.

What is the redemption price?

In the Circular it is stated that the redemption price will be no less than S$5.00 per Share, being the price at which the Shares were issued pursuant to the Company’s initial public offering. As at the Latest Practicable Date, the Company estimates that the Redemption Price will be in the range of S$5.00 to S$5.02 per Share. The actual redemption price will be determined two Market Days before completion (8 December 2023) and announced by the Company.

If I redeem all my shares, can I still vote at the EGM?

Shareholders who choose to redeem their shares will still be able to vote at the EGM. These are two independent decisions that the Shareholder can make.

If I redeem part of my shares, can I still vote based on all my shares or only the unredeemed shares?

Shareholders who choose to partially redeem their shares will still be able to vote at the EGM based on all of their shares. These are two independent decisions that the Shareholder can make.

What if I accidentally sell my SPAC shares after I submit my redemption form?

If the Shareholders have elected to redeem, it is their responsibility to maintain the elected balance available in their Securities Account on 28 November 2023, failing which the CDP will process the redemption based on the maximum available balance standing in their Securities Account on 29 November 2023.

What happens to my warrants if I redeem my SPAC shares?

45 days after IPO on 20 Jan 2022 previously, VTAC units have spilt into shares and warrants, both trading as individual counters. If the Shareholder wishes to redeem their shares, there will be no impact on their warrants, i.e. shareholder still continues to own it. The warrants will have a lifespan of 5 years after the business combination.

Shareholders should note that following the redemption and upon completion of the proposed business combination, redeeming shareholders will lose their right to receive the additional Warrants or Bonus Shares.

How do I know if I hold warrants?

Depending on what type of investor you are:

• For shareholders with a direct CDP account, please check your CDP statement.
• For CPF/SRS investors or shareholders who hold shares through a relevant intermediary, please check with your CPF/SRS agent banks or your intermediary/broker.

I hold the SPAC warrants but not the shares, can I vote at the EGM?

Only Shareholders are allowed to vote at the EGM, not Warrant-holders.

Post the business combination, how do I exercise my warrants?

Warrants may be exercised only during the period commencing on the later of: (i) the date that is 30 days after the first date post completion of business combination or (ii) the date that is 12 months from the close of the IPO. In this case, the (i) date is the relevant date.

Exercise price of each warrant is S$5.75. Expiry date of the warrant is 5:00 p.m., Singapore time on the date that is five years after the date on which VTAC complete its initial business combination. As the (i) date has not occurred, more details on the process of exercise of warrants will be announced in due course.

Please refer to www.sgx.com/SPACs for more product information on SPACs.

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