Sec Form 13G Filing - Malacca Straits Management Co Ltd filing for Malacca Straits Acquisition Co Ltd (MLACU) - 2021-02-16

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

Malacca Straits Acquisition Company Limited

(Name of Issuer)

 

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

 

G5859B117

(CUSIP Number)

 

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

 

☐

Rule 13d-1(c)

 

☒

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

  

 

CUSIP No. G5859B117

 

1.		Names of Reporting Persons   Malacca Straits Management Company Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Cayman Islands

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power   3,593,750(1)(2)
		6.		Shared Voting Power   0
		7.		Sole Dispositive Power   3,593,750(1)(2)
		8.		Shared Dispositive Power   0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,593,750(1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   See footnote (2) below.
11.		Percent of Class Represented by Amount in Row (9)   20.0%(1)(2)(3)
12.		Type of Reporting Person (See Instructions)   OO

  

 

CUSIP G5859B117

 

1.		Names of Reporting Persons   Kenneth Ng
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   China

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power   0
		6.		Shared Voting Power   3,593,750(1)(2)
		7.		Sole Dispositive Power   0
		8.		Shared Dispositive Power   3,593,750(1)(2)

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,593,750(1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   See footnote (2) below.
11.		Percent of Class Represented by Amount in Row (9)   20.0%(1)(2)(3)
12.		Type of Reporting Person (See Instructions)   IN

  

 

(1)

See Item 4. These are the Issuer’s Class B ordinary shares, which will automatically convert into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-239462). Malacca Straits Management Company Limited is the record holder of the shares reported herein. Kenneth Ng is one of three directors of Malacca Straits Management Company Limited and has the right to appoint a majority of the directors of Malacca Straits Management Company Limited through an entity controlled by him. As such he may be deemed to beneficially own the securities held by Malacca Straits Management Company Limited by virtue of such control. Mr. Ng disclaims beneficial ownership of the securities held by Malacca Straits Management Company Limited other than to the extent of his direct or indirect pecuniary interest in such securities.

 

( 2)

Excludes 4,375,000 shares which may be purchased by exercising warrants that are not presently exercisable.

 

(3)

Based on 14,375,000 Class A ordinary shares issued and outstanding and 3,593,750 Class B ordinary shares as of November 16, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2020.

 

 

Item 1(a).

Name of Issuer

 

Malacca Straits Acquisition Company Limited (the “Issuer”)

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

 

Unit 601-2
St. George’s Building
2 Ice House Street
Central, Hong Kong

 

Item 2(a).

Names of Persons Filing

 

Malacca Straits Management Company Limited and Kenneth Ng (collectively, the “Reporting Persons”)

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

 

Unit 601-2
St. George’s Building
2 Ice House Street
Central, Hong Kong

 

Item 2(c).

Citizenship

 

Malacca Straits Management Company Limited is a Cayman Islands exempted company. Kenneth Ng is a citizen of China.

 

Item 2(d).

Title of Class of Securities

 

Class A ordinary shares, $0.0001 par value per share.

 

The Class A ordinary shares are the class of ordinary shares of the Issuer registered pursuant to the Act. The Reporting Persons own Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted bases, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent warrants issued to Malacca Straits Management Company Limited or its affiliates upon conversion of loans made to the Issuer).

 

Item 2(e).

CUSIP Number

 

G5859B117

 

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

	☐	(a) Broker or Dealer registered under Section 15 of the Exchange Act.
	☐	(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
	☐	(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	☐	(d) Investment company registered under Section 8 of the Investment Company Act.
	☐	(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
	☐	(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
	☐	(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
	☐	(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	☐	(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
	☐	(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
		Not applicable

 

Item 4.

Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2020, the Reporting Persons may be deemed to beneficially own 3,593,750 of the Issuer’s Class B ordinary shares, representing 20.0% of the total Class A ordinary shares issued and outstanding and assuming the conversion of all the issued and outstanding Class B ordinary shares of the Issuer. The Class B ordinary shares are automatically convertible into the Issuer’s Class A ordinary shares at the time of the Issuer’s Business Combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-239462).

 

The percentage of the Class B ordinary shares held by the Reporting Persons is based on 14,375,000 Class A ordinary shares issued and outstanding and 3,593,750 Class B ordinary shares issued and outstanding as of November 16, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2020.

 

Malacca Straits Management Company Limited is the record holder of the shares reported herein. Kenneth Ng is one of three directors of Malacca Straits Management Company Limited and has the right to appoint a majority of the directors of Malacca Straits Management Company Limited through an entity controlled by him. As such he may be deemed to beneficially own the securities held by Malacca Straits Management Company Limited by virtue of such control. Mr. Ng disclaims beneficial ownership of the securities held by Malacca Straits Management Company Limited other than to the extent of his direct or indirect pecuniary interest in such securities. 

 

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

Not Applicable

  

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATE: February 16, 2021

 

	MALACCA STRAITS MANAGEMENT COMPANY LIMITED, a Cayman Islands exempted company
	By:	/s/ Kenneth Ng
	Name:	Kenneth Ng
	Title:	Director
	By:	/s/ Kenneth Ng
	Name:	Kenneth Ng

  

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

  

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares, $0.0001 par value per share, of Malacca Straits Acquisition Company Limited, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 16, 2020.

  

	MALACCA STRAITS MANAGEMENT COMPANY LIMITED, a Cayman Islands exempted company
	By:	/s/ Kenneth Ng
	Name:	Kenneth Ng
	Title:	Director
	By:	/s/ Kenneth Ng
	Name:	Kenneth Ng

  

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