Pegasus Asia announced that it ahs entered into subscription agreements for a private placement of 8,500,000 class B ordinary shares at a price of SGD 0.912 per share for gross proceeds of SGD 7,752,000, and 16,150,000 pre-paid warrants at a price of SGD 0.02 per share for gross proceeds of SGD 323,000, for aggregate gross proceeds of SGD 8,075,000 on January 13, 2022. The transaction will include participation from returning investors Poseidon Asia Financial Sponsor SAS for 3,825,000 shares and 7,267,500 warrants, Bellerophon Financial Sponsor 3 SAS for 3,825,000 shares and 7,267,500 warrants, Diego De Giorgi for 425,000 shares and 807,500 warrants, and Jean Pierre Mustier for 425,000 shares and 807,500 warrants. Each warrant entitles the holder to subscribe for one class A ordinary share at an exercise price of SGD 5.75 per share. The warrants will not be redeemable by the company so long as they are held by the investors or their permitted transferees.

Up to 50% of the class B shares, amounting to up to 4,250,000 shares, will be converted into class A ordinary shares on a one-for-one basis upon completion of a business combination, up to 25% of the class B shares, amounting to up to 2,125,000 shares, will be converted into class A ordinary shares on a one-for-one basis, if after the business combination completion date, the closing price of the class A shares equals or exceeds SGD 5.75 per share for any 20 trading days within a 30 consecutive-trading day period, and up to 25% of the class B shares, amounting to up to 2,125,000 shares will be converted into class A shares on a one-for-one basis, if after the business combination completion date, the closing price of the class A shares equals or exceeds SGD 6.50 per share for any 20 trading days within a 30 consecutive-trading day period. All securities to be issued in the transaction will be subject to certain lock-up arrangements. The transaction is expected to close on or before January 21, 2022, concurrently with the closing of its IPO.