• Pegasus Asia, backed by experienced sponsors (Tikehau Capital, Financière Agache, Diego De Giorgi and Jean-Pierre Mustier), seeks to search for businesses in Technology-enabled sectors to deploy patient capital and operational support, driving transformative impact and value creation.
   
• The sponsors collectively have an extensive proprietary network and resources to search for and evaluate targets, bringing together a team of professionals with operating, investing, diligence and capital raising experience to execute a business combination with a target.
   
• Pegasus Asia aims to focus on businesses, including but not limited to consumer-tech, fintech, prop-tech, insurance-tech, health-tech, and digital services (primarily, but not exclusively, in APAC). The ideal target will be one with strong track record in terms of opportunistic accretive and value-creating operations with significant upside from product offerings expansion, client base diversification and business mix rebalancing, to generate long-term shareholder value.

Focused on businesses in technology-enabled sectors leveraging sponsors’ deep connectivity across Asia Pacific

Pegasus Asia offers investors the opportunity to invest alongside experienced sponsors, and has a business strategy to identify and acquire or merge with a company that has a strong track record and significant upside potential from product offerings expansion, client base diversification and business mix rebalancing.

Pegasus Asia intends to focus on businesses in technology-enabled, disruptive, new-economy sectors that have operations primarily centred in Asia Pacific, including but not limited to consumer-tech, fintech, prop-tech, insurance-tech, health-tech, and digital services. The SPAC believes these businesses will offer multiple opportunities that drive sustained growth, capitalising on key secular trends.

For more information, please refer to Pegasus Asia’s prospectus and also sgx.com/SPACs for more product-related information.

Primary Investment Focus (page 110 of prospectus for full list)

• Disruptive and new-economy aligned by utilising either emerging technologies or new applications of existing technologies to develop innovative products or services to meet customer needs, and use non-traditional business models to take advantage of new trends and developments across technologies and customer behaviour, including collaborative consumption, the sharing economy, and the gig economy, among others.
• Technology-enabled businesses that strive for key processes and systems to be agile, digitalised, data-driven and highly scalable, including back-end infrastructure, supply chains and consumer insights.
• Experienced and strong management team with track record of driving sustainable growth and profitability, that are appropriately incentivised to generate long term shareholder value, and can benefit from the vast network, experience and guidance of the Sponsors.
• Proven business model and a new player with clear path to achieve market disruption, as well as demonstrable competitive advantages in niche segments, highly scalable and with strong unit economics.
• Multiple organic growth opportunities underpinned by disrupting large addressable markets supported by strong secular tailwinds and often at an “inflection” point of growth.
• Appropriate valuation that supports attractive risk-adjusted returns for shareholders.
   

Pegasus Asia intends to focus on 6 sub-investment themes (primarily but not exclusively in Asia Pacific), which it has deep domain expertise in:

• Consumer Technology
• Financial Technology
• Property Technology
• Insurance Technology
• Healthcare and Medical Technology
• Digital Services
   

Refer to page 106 of the prospectus for case studies of these sub themes.

Sponsor Details (page 96 of prospectus for more details)

Pegasus Asia is sponsored jointly by Tikehau Capital, Financière Agache SA, Diego De Giorgi and Jean Pierre Mustier, who collectively have an extensive proprietary network and resources to search and evaluate targets. They seek to value-add to the target businesses by providing patient capital and operational support, making a transformative impact. They also share a similar and complementary investment philosophy focused on identifying attractive assets through evaluation of the business fundamentals and opportunities for operational or capital structure improvements and have a history of working together.

The Sponsors bring together a team of professionals with operating, investing, diligence and capital raising experience in search of a target. An affiliate of Financière Agache has been a shareholder of Tikehau Capital for the last 15 years, while Diego De Giorgi and Jean Pierre Mustier have worked together on mergers and acquisitions and capital markets transactions for over a decade.

The sponsors believe they are well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for growth. Their objectives are to generate attractive returns for their shareholders and enhance value creation through improving operational performance of the companies they invest in and/or control.

Additional Sponsor biographies and details can be found at the end of the article or on page 96 of prospectus.

Key Product Information

• Offering details: 25.6 million units (subject to Over-allotment option and put option) 
  • Offering comprises of 25.0 million Offering Units (international placement), 0.6 million Offering Units (public offer)
  • All equity securities of the Sponsors and the management team of the Company, and their respective associates, will be subject to the moratorium requirements of the Listing Rules from the date of completion of the Business Combination
• Unit Details: Each unit comprises 1 SPAC share and 1 partial warrant (0.5 of a whole public warrant)
  • Automatic detachment of Units into shares and warrants from 45^th calendar day from listing date (expected to be 7 March 2022).
  • Shares and warrants to commence trading on separate counters on detachment date (fractional warrants will be disregarded upon detachment). Units will no longer be traded on detachment date
  • Unitholders will be credited with SPAC shares and warrants 2 market days following the detachment date
  • Warrants have an exercise price of S$5.75 per share and are exercisable (for a period of 5 years) starting from 30 days after completion of the business combination.

Note: Detachment dates for different SPACs can vary and investors are advised to look out for a SPAC's announcement on SGXNET and/or their prospectus. Fractional warrants within units for different SPACs can vary and the information can be found in the relevant prospectus.

• Escrow Account: 100% of gross proceeds from i). the Offering, ii). sale of Full Consideration Founder Units and iii). Proceeds received from Stabilising Manager in connection with exercise of Over-Allotment Option (at end of stabilization period) to be placed in an escrow account
  • May be used for consummation of initial business combination and payment of deferred underwriting commissions
  • Escrow funds may only be invested in certain cash equivalent instruments, and interest or other income earned can be used to pay taxes, administrative expenses (incurred in connection with the Offering), general working capital purposes, and expenses incurred in identification and completion of a business combination
• Time Period to Complete Business Combination
  • Within 24 months from listing date, with extension of up to 12 months (subject to fulfilment of prescribed conditions)
     

Key risks (page 34 of the prospectus for more details)

• Newly incorporated entity with no operating history and will not commence operations prior to the offering
• Have not entered into a written binding acquisition agreement for a Business Combination, nor engaged in advanced negotiations with high certainty of entering into a written binding acquisition agreement with respect to a potential Business Combination
• May face significant competition for Business Combination opportunities
• Limited business objective and time to complete the Business Combination may decrease the time in which due diligence on potential targets may be conducted
• May not be able to identify suitable Business Combination opportunities by the deadline
   

Additional Information from IPO Prospectus

IPO details

• Offer price at S$5.00 per unit
• Offered 25.6 million units (subject to Over-allotment option)
  • 25 million units under International Offering
  • 0.6 million units under Singapore Public Offer
• Minimum initial application at 1,000 Offering units
• Sponsors to subscribe for 4.4 million Full Consideration Founder Units at aggregate purchase price of S$22 million
• Estimated IPO market capitalisation at S$150 million (assume put option exercised in full)
   

Sponsor Forward Purchase Agreement (page 76 of prospectus for more details)

• Tikehau Capital and Financière Agache, has each unconditionally and irrevocably commit to subscribe for up to 4.0 million shares and up to 2 million public warrants in a Forward Purchase Agreement for an amount of S$20.0 million each in connection with the closing of the Business Combination.
• The Forward Purchase Units can only be issued after the detachment date, the Shares and whole Public Warrants underlying the Forward Purchase Units (if any), will be separated on issue
• Proceeds from issue of Forward Purchased Units will be held outside of the escrow account and be used to satisfy expenses in connection with the business combination and may also be used by the post business combination entity for working capital or other purposes
   

At-risk Capital - Founder Shares and Founder Warrants (page 18 of prospectus for more details)

• Sponsors to subscribe for up to 8.5 million Founder Shares for an aggregate purchase price of up to S$7.8 million
• Founder Shares and Founder Warrants represent the At-Risk Capital
• The sponsors have agreed to subscribe for an aggregate of 16.15 million Founder Warrants for an aggregate purchase price of S$323,000
• Founder warrant exercise price of S$5.75 per share.
• Gross proceeds from sale of Founder Shares and Founder Warrants will not be deposited in the Escrow Account
• The At-Risk Capital will be used to cover the costs relating to:
  • Offering and Listing
  • Search for a company or business for a Business Combination
  • General Purposes
  • Working Capital
     

Public Warrant Redemption (refer to page 150 of prospectus for more details)

• Public warrants are exercisable (for a period of 5 years) starting from 30 days after completion of the business combination
• At any time during the exercise period, the sponsor may call for a redemption of the outstanding warrants based on a few scenarios depending on the reference value of the share price of the new entity. Page 150 of the prospectus details the various scenarios for warrant holders.

Founder Shares Lock-Up and Conditions

• Founder shares will not have redemption and liquidation rights. They are also subject to certain voting restrictions
• Conversion of Founder Shares to normal shares on a one-for-one basis based on the following:
  • Up 50% of Founder Shares upon completion of busines combination on completion date
  • Up to 25% if closing price of shares (after completion of business combination) equals or exceeds $5.75 per share for any 20 trading days within a 30 consecutive-trading day period
  • Up to 25% if closing price of shares (after completion of business combination) equals or exceeds $6.5 per share for any 20 trading days within a 30 consecutive-trading day period
• Redemption, Voting and Liquidation Rights    

                      Redemption (page 26 of prospectus)

• • Shareholders (except Sponsors, Executive Officers and their associates) may redeem all or a portion of their shares upon completion of initial business combination
  • There will be no redemption rights for SPAC warrants including Founder Warrants and Public Warrants
  • Redemption will not proceed if an initial business combination does not close
  • Shareholders will be notified of the period which they can elect to redeem their shares via an announcement on SGXNET. The sponsor expects the last date of redemption to be two market days before the Business Combination EGM
  • Distribution of redemption amount to investors who properly redeem their shares will not be reduced by deferred underwriting commissions the SPAC has to pay

                      Voting (page 25 of prospectus)

• • Simple majority approval of vote cast by independent directors, and SPAC shareholders by way of an ordinary resolution at a general meeting conducted
  • Sponsors, executive officers and respective associates may not vote based on certain conditions

                      Liquidation (page 28 of prospectus)

• • SPAC will be subjected to liquidation in the event a business combination is not completed within the permitted time period
  • SPAC warrants will be deemed expired and warrant holders are not entitled to liquidation distribution

Additional Sponsor Biographies and Details (page 96 of prospectus for more details)

Tikehau Capital is an alternative asset management group with €30.9 billion of assets under management (as of 30 June 2021), having grown at a 28.5% CAGR since 31 December 2016. Tikehau Capital has developed expertise across four asset classes (private debt, real assets, private equity and capital markets strategies) as well as multi-asset and special opportunities strategies. Tikehau Capital is a founder led team with a differentiated business model, providing alternative financing solutions to companies it invests in and seeks to create long-term value for its investors. Leveraging its equity base (€2.9 billion of shareholders’ equity as 30 June 2021), the firm invests its own capital alongside its investor-clients within each of its strategies.

Financière Agache is a holding company controlled by Agache, the Arnault family holding company. Financière Agache SA holds a direct 96% ownership in Christian Dior, the controlling shareholder of LVMH Moët Hennessy Louis Vuitton (“LVMH”), the world’s leading luxury products group. Financière Agache SA also holds a portfolio of diversified financial investments. Financière Agache SA and its affiliates are active investors in various asset classes including equities and alternative assets (capital market strategies, private equity, including buyouts, growth and venture investments, and real estate). Over the last 20 years, Financière Agache SA and its affiliates have also been global investors in technology companies at every stage of growth. Examples of companies that Financière Agache SA have invested in include AirBnb, BackMarket, ByteDance, Moderna, Riskified and Uber. Financière Agache SA and LVMH jointly own 40% of L Catterton, a private equity firm with approximately $30 billion of equity capital across its fund strategies and 17 offices globally.

Mr. Diego De Giorgi is a sponsor of Pegasus Acquisition Company Europe BV, a SPAC and has served as the Co-Chief Executive Officer and Operating Partner of the company since 2021. He has over 25 years of experience in the banking and financial services sector, including in fintech, and has both capital markets and mergers and acquisitions experience, primarily focused on sourcing and executing business combinations and advising large corporations and entrepreneurs. During his career to date, Mr De Giorgi has advised on over 100 merger and acquisition and capital markets transactions worldwide, including initial public offerings such as those of Ferrari and Moncler. He has run businesses within global financial institutions with multi-billion dollar revenues and thousands of employees, implementing transformation initiatives and gaining management, personnel, regulatory and technology capabilities.

Mr. Jean Pierre Mustier is the sponsor of Pegasus Acquisition Company Europe, a SPAC and has served as the Executive Director, Co-Chief Executive Officer and Operating Partner of the company since 2021. He has over 35 years of experience in banking and financial services, including in fintech, as well as regulatory knowledge and operating expertise across Europe, the U.S. and Asia in diverse roles including his most recent as CEO of European banking group UniCredit. During his career to date, Mr Mustier has sat on the boards of numerous financial institutions, banks, traditional and alternative investment management companies and clearinghouses. He was the Chairman of the European Banking Federation from 2019 to 2021, and has led multiple financial sector deals, most recently the merger of UniCredit’s asset management entity Pioneer with Amundi, and the disposals of Fineco, UniCredit’s online bank and Yapi Kredi.