Interups Inc (ITUP)

[aandt]

New 8-K filed - Finexic Concordia Group

https://www.sec.gov/Archives/edgar/data/1554947/000155335021000573/itup_8k.htm

ITEM 8.01—OTHER EVENTS



The Registrant has entered into a joint investment participation arrangement with Finexic Concordia Group (“Finexic”) to invest USD $1.2 Billion, which may be expandable to USD $1.6 Billion, into a specific purpose vehicle set up in Singapore by Interups. The amount of participation from both parties would range from $600M to $800M.



Finexic’s capital sponsorship of USD $600M will be against optionally convertible preferred equity shares with a tenor of 7 years and a guaranteed dividend coupon rate of 7% payable annually at the end of each Financial Year commencing from Year 2. Finexic will additionally have the option to convert 40% of the shares received for investment into equity if the Registrant opts to take the entity public.



THERE IS NO GUARANTEE THAT THE INVESTMENTS OR TRANSACTIONS WILL CONSUMMATE IF DUE DILIGENCE FAILS FOR ANY REASON. THERE IS NO GUARANTEE THAT THE REGISTRANT WILL BE ABLE TO SUCCESSFULLY ARRANGE MONIES AND CARRY INVESTMENTS THROUGH CLOSURE. THERE IS NO GUARANTEE THAT THE SINGAPORE ENTITY SET UP BY THE REGISTRANT WILL BE EARNING THE ANTICIPATED INCOME AND MAKE GUARANTEED DIVIDEND PAYMENTS APPROPRIATELY EVEN IF INVESTMENT CLOSES SUCCESSFULLY.



FAILURE TO CONCLUDE THE NECESSARY INVESTMNENT TRANSACTIONS, SHORTFALL OF ANTICIPATED CAPITAL RAISE, FAILURE TO GENERATE INCOME FROM THE SINGAPORE ENTITY, AND ANY INEFFICIENT STRUCTURING OR VALUATION INCORRECTNESS BY THE ADVISORS SHALL MEAN LOSS OF TIME, MONEY, RESOURCES AND OPPORTUNITY INVESTMENT LOSS, VALUE, AND INCOME THAT THE REGISTRANT OTHERWISE WOULD GAIN IF IT PURSUED SOME OTHER TRANSACTIONS. IT MAY ALSO MEAN COMPLETE LOSS OF CAPITAL, INCOME AND OTHER OPPORTUNITY EARNINGS FOR THE INVESTORS.



ANY BUSINESS WILL BE SUBJECT TO RISKS AND THOUGH THE REGISTRANT MAY INTEND TO FORESEE ALL SUCH RISKS FOR MITIGATION, THERE IS A POSSIBILITY THAT CERTAIN RISKS MAY ESCAPE FORESIGHT IN THE CONDUCT OF THE INVESTMENT TRANSACTIONS NOTIFIED THROUGH THIS FILING.

Term sheet files https://www.sec.gov/Archives/edgar/data/1554947/000155335021000573/itup_ex10z1.htm