Dear all,
Wishing one and everyone a very progressive new year 2022,
I am finally able to pen down our plan of action below, which separately I have also circulated to our strategic investors.
As I have written just a few days ago, We are moving now into the next steps towards listing our efforts onto the mecca of Global Stock Markets the - the NYSE/NASDAQ/American Stock Exchange using SPAC (Special Purpose Acquisition Company/Companies) to fill in certain verticals we have been ambitiously working upon these last few years.
This email is to notify shareholders of Interups our detailed road map.
As a first step, we are organizing the SPAC Management Company that could potentially go for IPO once registration is secured from SEC.
One main issue for us, we have multiple business lines (verticals) and we should firm up our decision whether we should do a single SPAC IPO (with all verticals absorbed) or go for multiple SPAC IPOs, segment / vertical wise that we have targeted.
While we do not see any restrictions from the regulatory to do a single SPAC and absorb multiple Targets (verticals) from multiple sectorial preferences and it saves cost in large sum, merging multiple sectorial assets (companies) would mean complex absorption of multiple assets into one SPAC undertaking and related accounting issues plus risking redemption of IPO or PIPE money even if one of the targets is not to the liking of the shareholders (including those networked to invest through PIPE route).
I am leaning towards organizing multiple sectoral Special Purpose Acquisition Companies (SPACs) for ease of process though it would mean steeper IPO, administrative and other costs associated with the identification and merger of each of the targets into each of sectoral/segmented SPAC that raises IPO and PIPE Money. Though this route also increases management and other operational costs and resources needed to manage and handle diverse listed firms post merger, I opine, this will save us from risking redemption of the entire capital raise, comfort floor liquidity (entry & exit), optimize investment risk, market capitalization and capital access and furthers economies and scale of operations at global level. To my learned understanding option 2 looks easier and economically advantageous and better for all of us.
Asset/Business Verticals
1. Hospitality & Healthcare
2. Transportation & Logistics (Air Transportation & Cargo, Drone Manufacturing & Services)
3. Infrastructure & EPC project (Airports, Roads & Highways, Dams & Reservoirs, and Tunnels & Railroads)
4. Financial Services (WM activity - Contract Rice Farming, Coffee & Tea Estates and Bullion Services)
5. BioPharma & BioPlastic and Life Sciences
Table presenting SPAC Verticals, Founders Equity, IPO, PIPE & Post Combination Market Capitalization
** Targeted Assets --
(1) Hospitality: Assets in Mumbai (100%) BLR (50%), Mahabalipuram (100%), Chennai (100%) and Hyderabad (75%). We plan to convert these assets into Hospitality cum Healthcare Facilities. Of these, First Round IPO & PIPE shall cover Mumbai & Hyderabad properties.
(2) Air Transport -- Drones: 180 M + Airline & Cargo $1.71 B, and of this, the first round IPO shall cover 54 M for Drones and 10% for national air (Rs 608 Cr) and 20% for Regional Airline (i.e., 324 Cr)
(3) Infrastructure & EPC -- $127.8 M (First Round) ($ 280.5 M total requirement)
(4) Financial Services -- Internal ($285.6 M total need, first round: $54 M
(5) Life Sciences, Biopharma and BioPlastic -- First Round 128.7 M (Total Need: $397.80 M)
1st Round IPO - 5 SPACs with an average $108 M per SPAC IPO (computational purpose only - Gross IPO Money $540 M on the 5 SPACs combined) and Founders Equity and PIPE Money break-up assumed as follows:
Per SPAC,
Expected IPO Size => $108 Million
Assumed IPO Price Per share => $10
Shares to be sold in IPO => 10,800,000
Total SPAC Shares prior to PIPE money => 10,800,000 + 25% of 10,800,000 i.e., 2,700,000 = > 13,500,000
Founder shares (assumed @ 20% of post IPO) => 2,700,000 shares (not including Warrants that are extra)
Founder Shares as % of Total Post IPO Capital => 2,700,000 / 13,500,000 => 20%
Payment for Founder shares => $25,000
Price per Founder Share => $0.00925925
Expected Share Price at Lock up End-date => $10 - $20 per share
(Founder Warrants are extra subscribed and priced differently)
Assessed Valuation @ 10 per share: $27,000,000
PIPE Money => $45 Million (shares at assessed value)
Total First Round,
Founders Equity: $27 M x 5 = $135 M
IPO Money: $108 M x 5 = 540 M
Pipe Money: $ 45 M x 5 = 225 M
Total Capital Raise $900 M to complete 1st round target acquisitions
Additional Capital Raise $2,700 M, of which an additional $900 M is assumed as capital raise from private placement and balance $1,800 in the form of cheap debt or convertible instruments.
Split of Founder Shares: The 20% Founder Equity post IPO in each of the segmented SPACs will be split between two Strategic Investor(s) and Interups in 14% and 6% (10% one group of strategic investor, 40% of 10% the other group strategic investor whose balance money shall be due for redemption after 7 years from the date of allotment with 2 years moratorium to comment payment of interest)
In addition,
Interups or a designated company that we float to hold 6% founder equity for Interups shall also be owning Stock Warrants in each of the 5 SPACs, which shall be distributed among ITUP shareholders, employees and executive management in 2:1:1 Ratio as stock dividends / profit sharing plan.
What this means to Interups Shareholders, Employees and Executive Management?
Interups current capital is pegged at 6,900,000 deregistered shares. In addition between the years 2016 - 2021, we received additional capital intermittently from certain existing and new shareholders/investors towards running and maintaining the operations of the company and sweat effort by staff and management. This roughly amounts to 9,300,000 shares as additional shares, totaling 16,200,000 Million equity shares of $0.001 Par Value to consider distribution of Cash and Stock Dividends.
Interups need to issue share certificates to the balance of 9,300,000 shares holders and this process shall complete within 60 days from Jan 18 2022, before we file SPAC for SEC Registration. Assuming grace time extension requirements, prior to March 31, 2022 we will definitely deliver share certificates to those who invested money but are yet to receive share certificates from us - Alternatively investor may choose to opt for cashing out their investments which in case they will issued a 120 days Promissory Note due and payable on May 18, 2022 with 8% p.a. payable return on investment, with penultimate grace period to end on May 31, 2022 for the investor / beneficiary to legally claim their investment back. Exiting shareholders will further be offered another 4% p.a. yield as until May312022 in the form of Fractional Stock Warrants in the SPAC that is going public along with Founders. This should help them still participate in the journey of Interups turning public.
Unless opting for cash out, Investors shall continue to hold their shares in Interups plus receive the following as Stock and Cash Dividends to compensate their investments.
(a) 810,000 shares i.e., 6% of post IPO Capital of each SPAC, assuming average capital base of 13,500,000 shares/ SPAC
With 16,200,000 expanded capital in Interups, This means, every 20 shares of Interups will be eligible to receive 1 Stock in each of the 5 SPACs (5 shares in total combined capital) plus 1 Full/Fractional Warrant (5 Full/Fractional Stock Warrants in combined capital). As SPAC IPO price per share is $10.00 810,000 x 5 SPACs would mean $ 40,500,000 valuation for the shareholders of Interups. Technically this means, each share will receive $2.50 worth of base Stock Dividend on expanded capital of 16,200,000 shares that will appreciate or depreciate in value as the stock of the SPAC behaves on the market (depending on when and how we are acquiring the target company into SPAC, its potential valuation etc.,).
(The inherent money available to purchase the equity of the target companies, either fully or substantially and their valuation matrix in turn shall govern the floor price of the spac shares in each segment)
(b) for those who bought ITUP shares in the market for price over and above $2.5 per share (upper cap $5.00 per share), we shall share stock warrants in value matching their loss on aggregate average net purchase of stocks on the floor.
(c) Out of the 67.5 Million Founders cash equity receipt, IPO, Interups shall utilize 3% of proceeds to further compensate
Those Shareholders who intend cashing out their ITUP shares, Interups shall execute a 120-days Promissory Note dated May 18, 2022 for their original investment plus 8% p.a. Return on Investment from the date of investment until the closing date for cashing out the shares i.e., May 18, 2022.
As discussed earlier, Exiting shareholders will further be offered another 4% p.a. yield as until May312022 in the form of Fractional Stock Warrants in the SPAC that is going public along with Founders.
Choice irreversible -- Shareholders may either choose to liquidate their current holdings and receive cash in exchange for return of their holdings in ITUP or retain and gain cash & stock dividends, liquidity and market appreciation (not guaranteed). Once chosen, it is irreversible and they have to make their choice within 30 days i.e., 18 Feb 2022.
Exit from stock dividends -- There are certain time and exit restrictions before one can dilute their stocks / stock warrants. Also, If the company fails to identify targets and is unable to complete the combination merger, then there might be a chance that investors may simply be returned cash back.
As I have discussed earlier in my mail, To efficiently conduct and take this forward the SPAC process, I am taking support of Mr. Venkat Nelabhotla who worked for major Indian pharma and consumer product companies as President/CEO and Board Member. He has enroute experience on SPAC management and is deeply connected to the Institutional Investor Group. I am not taking him on rolls but as an advisory member, with 70 to 80 hours contribution per month.
I am also engaging One VV Balaji who worked for Ascendas before and has substantial experience in deal closures and transaction management. He will be helping me on the accreditor investor network setup.
Last but not the least, I agree with no arguments that every member should be aware of happening within us. I was just waiting for the right direction and flow as we have to move flawless ~ We sweat our blood, time, money and energylevels and our families have sacrificed for us in patience and we are attempting to make our worth valuable. We shall fortnightly update our progress, our action steps -- My next mail will be on the 18th Jan as we will be officially turning the pages into the next big things for this company. is l steps and I should write to you all, with solid acquisitions on table, 2022 will be a landmark year for shareholders and families of Interups... Each of us contributed to the success of the company with absolute patience, calm and tolerance leaving that benefit of doubt and I am deeply obliged. We are making it big and this success is owned by all of us on this board and those market holders who bought our stock placing deep confidence and trust in us and I thank everyone.
My next email shall be on the cash budget, appointment of intermediaries and PERT Chart with target bull dates to file S-1 Registration and IPO Roadshow and Launch Date. With all of your continued wishes and blessings,
Sincerely,
Laxmi Prasad
Chairman & CEO
Chief Business Architect
Interups Inc [OTC ITUP]
90 State Street, Office 700 - Suite 40
Albany NY 12207
(646) 575 9161 (M) (Outside US, only on WhatsApp)
(939) 087 5376 (India Mobile)
Skype: Siriprasad66
AI
