Item 1.01. Entry into a Material Definitive Agreement.
On September 19, 2022, Magnum Opus Acquisition Limited (the "Company") issued an
unsecured convertible promissory note (the "Convertible Promissory Note") to
Magnum Opus Holdings LLC (the "Sponsor"), pursuant to which the Company may
borrow up to $200,000 (the "Working Capital Loan") from the Sponsor for general
corporate purpose. Such loan may, at the Sponsor's discretion, be converted into
warrants (the "Working Capital Loan Warrants") to purchase Class A ordinary
shares of the Company, par value $0.0001 per share, at a conversion price equal
to $1.00 per warrant, with each warrant entitling the holder to purchase one
Class A ordinary share of the Company at a price of $11.50 per share, subject to
the same adjustments applicable to the warrants issued to the Sponsor in the
private placement that closed on March 25, 2021 (the "Private Placement
Warrants") in connection with the initial public offering of the Company's
securities. The terms of the Working Capital Loan Warrants will be identical to
those of the Private Placement Warrants. The Working Capital Loan will not bear
any interest, and will be repayable by the Company to the Sponsor, if not
converted or repaid on the effective date of an initial merger, share exchange,
asset acquisition, share purchase, reorganization or similar business
combination involving the Company and one or more businesses. The maturity date
of the Working Capital Loan may be accelerated upon the occurrence of an Event
of Default (as defined under the Convertible Promissory Note).
The foregoing description of the Convertible Promissory Note does not purport to
be complete and is qualified in its entirety by the terms and conditions of
thereof. A copy of the Convertible Promissory Note is attached hereto as Exhibit
10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information disclosed under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03 to the extent required herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information disclosed under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02 to the extent required herein.
The Working Capital Loan Warrants will not be registered under the Securities
Act of 1933, as amended (the "Securities Act"), and will be issued in reliance
on the exemption from registration requirements thereof provided by Section
4(a)(2) of the Securities Act.
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