ADDED
As of the date hereof, there were 4,494,439 ordinary shares issued and outstanding.
Pursuant to the BCA, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated by the BCA (the Closing ), CAC will become a wholly owned subsidiary of Pubco; and each issued and outstanding CAC Security (as defined in the BCA) immediately prior to the effective time of the Merger (as defined in the BCA) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive Pubco Ordinary Shares.
Following the Merger, the Seller may distribute up to 10% of its Pubco shares to its own shareholders at its discretion.
The transactions contemplated by the BCA and the Ancillary Documents are referred to herein as the Transactions.
The Transactions will be submitted to shareholders of the Company for approval at an extraordinary general meeting.
Pubco, together with the Company, will file with the Securities and Exchange Commission (the SEC ) a proxy statement/prospectus on Form F-4 (the Business Combination Proxy Statement ) in connection with the proposed Transactions.
On December 29, 2025, CAC and WISeKey International Holding AG jointly announced the confidential submission of a draft of the Business Combination Proxy Statement by Pubco with the SEC on December 23, 2025.
Pursuant to the Company s Charter, the Company currently has until January 22, 2027 to complete the Transactions, if fully extended.
Share Exchange Consideration Immediately prior to the Effective Time, in full payment for the Company Shares, Pubco shall issue and deliver to the Seller the Exchange Shares with an aggregate value (the Exchange Consideration ) equal to the sum of (i) Two Hundred Fifty Million U.S.
Dollars ($250,000,000), plus (ii) the amount of any Transaction Financing (as defined in the BCA) that is made into the Company or its Subsidiaries prior to the Closing, with each Pubco Ordinary Share valued at Ten U.S.
REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
As of March 28, 2025, there were 7,944,290 ordinary shares issued and outstanding.
Business Strategy and Acquisition Criteria The main goal of our management is to create value for our shareholders though our experience by improving the operating efficiency of a target business, while implementing revenue-driven and/or profit-engagement enhancement strategies and increase profit potential through additional acquisitions.
Our efforts to identify a prospective target will not be limited to a particular industry or geographic region.
Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are essential in evaluating prospective target businesses.
While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we consider it appropriate to do so: Niche Deal Size We intend to acquire emerging growth companies that either grow into a position to generate cash or are already cash-generative.
We believe we have greater access to companies within this range and will bring additional value to help them to form a path to access capital markets.
Industry Leadership with Sustainable Competitive Advantage We expect to focus on companies that are or have the potential to become leaders in their verticals.
We will look for companies with higher operating efficiency, stronger brand recognition, broader distribution channels or any other characteristic that enable the company to achieve long-term competitive position.
Long-term Revenue Visibility with Defensible Market Position In management s view, the target companies should be close to an anticipated inflection point, such as those companies requiring additional management expertise, those companies able to innovate by developing new products or services, or companies where we believe we have ability to achievement improved profitability performance through an acquisition designed to help facilitate growth.