Nevermind, I found it.
Animoca Brands raises US$4.1 million (~A$6 million) from strategic investors including M7 Asia, Mind Fund and others
Highlights:
• Animoca Brands receives strategic investments totalling US$4.1 million (approx. A$6 million) from strategic investors including M7 Asia and Mind Fund
• Capital raise will provide working capital and support a proposed initial public offering (“IPO”) the Company is seeking by spinning off the assets of Pixowl SA, TSB Gaming, nWay Inc., and Quidd Inc. on Euronext or other public exchange
The key terms of the Convertible Notes are summarised below.
M7 Asia Convertible Note
Under the M7 Asia Convertible Note, Animoca Brands has raised the principal sum of US$2 million (approximately A$2.9 million) which carries an interest rate of 9% per annum, with the interest payable every 6 months.The principal and any unpaid interest on the Convertible Notes are due and payable on 24 months from the commencement date of 18 June 2020 (“M7 Maturity Date”), subject to a conversion event or redemption as outlined below. The term of the Convertible Notes may be extended for an additional 6-month period at the written request of either the Company or M7.
The outstanding principal and accrued interest of the M7 Asia Convertible Notes will convert into equity (“M7 Conversion Amount”) upon such time that Animoca Brands, or an entity which holds a mix of assets that may include some combination of the Company’s studios Pixowl SA., TSB Gaming., nWay, Inc., and Quidd, Inc. (“ListCo”), lists on the Euronext exchange (or another exchange that the Company deems appropriate) (“Listing Event”). Upon the Listing Event, M7 Asia will hold 50% of the M7 Conversion Amount in Animoca Brands shares and 50% of the M7 Conversion Amount in ListCo shares.
As outlined above, the Convertible Notes are issued as part of a series of notes to the Investors. If a Listing Event has not occurred by the M7 Maturity Date, the Convertible Notes may convert into equity in Animoca Brands at any time on or after the M7 Maturity Date, at the election of the holders of the Convertible Notes who hold at least 65% of the outstanding principal amount of the Convertible Notes on issue.
M7 Asia also has the right to redeem the Convertible Note prior to the M7 Maturity Date if Yat Siu ceases to be in a decision-making role at both the Company and ListCo, there is a material change in the nature of the Company’s business, or the Company divests over 25% of its assets to an unrelated third party (“Redemption”). If M7 Asia exercises its rights to Redemption, it will be repaid any unpaid interest and principal, with the timing for such repayment subject to further discussion between the Company and M7 Asia.
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