Freenome, Inc S-1/A, filed Jun 7, 2024
Freenome, Inc. (FRNM)
S-1/A
2024-06-07
View Original
Added on
October 20, 2026
As filed with the United States Securities and Exchange Commission on June 7, 2024
Registration No. 333-279598
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Perceptive Capital Solutions Corp
(Exact name of registrant as specified in its charter)
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Cayman Islands
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6770
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98-1783595
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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51 Astor Place, 10th Floor
New York, New York 10003
Tel.: +1 (212) 284 2300
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Adam Stone
51 Astor Place, 10th Floor
New York, New York 10003
Tel.: +1 (212) 284 2300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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Christian O. Nagler
Peter S. Seligson
Mathieu Kohmann
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Tel.: 1+ (212) 446 4800
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Joel L. Rubinstein
Daniel Nussen
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Tel.: +1 (212) 819-8200
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
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Large accelerated filer
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☐ |
Accelerated filer
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☐ | |
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Non-accelerated filer
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☒ |
Smaller reporting company
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☒ | |
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Emerging growth company
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☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ☐
The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
Perceptive Capital Solutions Corp is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-279598) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this amendment
consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has
therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
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EXHIBIT NO.
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DESCRIPTION
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Form of Underwriting Agreement.*
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Memorandum and Articles of Association.*
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Form of Amended and Restated Memorandum and Articles of Association.*
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Specimen Ordinary Share Certificate.*
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Opinion of Ogier (Cayman) LLP, Cayman Islands Counsel to the Registrant.**
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Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
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Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the other Holders signatory thereto.*
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Form of Private Placement Shares Purchase Agreement between the Registrant and the Sponsor.*
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Form of Indemnity Agreement.*
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Form of Administrative Services and Indemnification Agreement between the Registrant and the Sponsor.*
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Promissory Note, dated as of March 27, 2024, issued to the Sponsor.*
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Securities Subscription Agreement, dated March 27, 2024, between the Registrant and the Sponsor.*
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Form of Letter Agreement among the Registrant, the Sponsor and each director and executive officer of the Registrant.*
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List of Subsidiaries of Registrant.*
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Consent of WithumSmith+Brown, PC.*
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Consent of Ogier (Cayman) LLP (included in Exhibit 5.1).**
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Power of Attorney (included on the signature page of this Registration Statement).*
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Consent of Mark C. McKenna.*
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Consent of Kenneth Song.*
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Consent of Harlan W. Waksal.*
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Filing Fee Table.*
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*
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Previously filed.
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**
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Filed herewith.
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II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 7th day of June, 2024.
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PERCEPTIVE CAPITAL SOLUTIONS CORP
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By:
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/s/ Adam Stone
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Name:
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Adam Stone
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Name
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Position
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Date
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*
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Chairman of the Board of Directors
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June 7, 2024
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Joseph Edelman
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/s/ Adam Stone
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Chief Executive Officer and Director
(Principal Executive Officer)
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June 7, 2024
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Adam Stone
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*
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Chief Business Officer and Director
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June 7, 2024
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Michael Altman
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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June 7, 2024
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Sam Cohn
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* By:
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/s/ Adam Stone
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Adam Stone
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Attorney-in-Fact
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II-2
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Perceptive Capital Solutions Corp, in the City of
New York, New York, on the 7th day of June, 2024.
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By:
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/s/ Adam Stone
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Name: Adam Stone
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Title: Authorized Representative
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II-3
Exhibit 5.1
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Perceptive Capital Solutions Corp 89 Nexus Way Camana Bay Grand Cayman, KY1-9009 Cayman Islands |
D +1 345 815 1877 | |
| E bradley.kruger@ogier.com | ||
| Reference: 421268.00052 | ||
| 7 June 2024 |
Dear Sirs
Perceptive Capital Solutions Corp (the Company)
We have been requested to provide you with an opinion on matters of Cayman Islands law in connection with the Company’s registration statement on Form S-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933 (the Act), as amended, (including its exhibits, the Registration Statement) related to the offering and sale of up to 8,625,000 Class A Ordinary Shares of the Company with a par value of US$0.0001 each (the Ordinary Shares) which includes 1,125,000 Ordinary Shares, which the several underwriters, for whom Jefferies LLC is acting as representative, will have a right to purchase from the Company to cover over-allotments, if any.
This opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.
A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.
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Ogier (Cayman) LLP 89 Nexus Way Camana Bay Grand Cayman, KY1-9009 Cayman Islands
T +1 345 949 9876 F +1 345 949 9877 ogier.com |
A list of Partners may be inspected on our website |
Perceptive Capital Solutions Corp
7 June 2024
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.
| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar). |
Corporate power
| (b) | The Company has all requisite power under its Memorandum and Articles of Association (each as defined in Schedule 1) to issue the Ordinary Shares, to execute and deliver the Documents (as defined in Schedule 1) and to perform its obligations, and exercise its rights, under such documents. |
Corporate authorisation
| (c) | The Company has taken all requisite corporate action to authorise: |
| (i) | the issue of the Ordinary Shares; and |
| (ii) | the execution and delivery of the Documents and the performance of its obligations, and the exercise of its rights, under such documents. |
Shares
| (d) | The Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement, when issued by the Company upon: |
| (i) | payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement and in accordance with the Memorandum and Articles of Association; and |
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| (ii) | the entry of those Ordinary Shares as fully paid on the register of members of the Company, |
shall be validly issued, fully paid and non-assessable.
| 4 | Matters not covered |
We offer no opinion:
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or |
| (c) | as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than the Company’s Memorandum and Articles of Association) entered into by or binding on the Company. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
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| 6 | Who can rely on this opinion |
This opinion is given for your benefit in connection with the Company. With the exception of your professional advisers (acting only in that capacity), it may not be relied upon by any person, other than persons entitled to rely upon it pursuant to the provisions of the Act, without our prior written consent.
| 7 | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and also consent to the reference to this firm in the Registration Statement under the heading “Legal Matters”. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Ogier (Cayman) LLP
Ogier (Cayman) LLP
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Perceptive Capital Solutions Corp
7 June 2024
Schedule 1
Documents examined
Corporate and other documents
| 1 | The Certificate of Incorporation of the Company dated 22 March 2024 issued by the Registrar. |
| 2 | The memorandum of association of the Company filed with the Registrar on 22 March 2024 (the Memorandum). |
| 3 | The articles of association of the Company filed with the Registrar on 22 March 2024 (Articles of Association). |
| 4 | A Certificate of Good Standing dated 7 June 2024 (the Good Standing Certificate) issued by the Registrar in respect of the Company. |
| 5 | A certificate dated on the date hereof as to certain matters of fact signed by a director of the Company in the form annexed hereto (the Director’s Certificate), having attached to it a copy of the written resolutions of the directors of the Company passed on 27 March 2024 and 22 April 2024 (the Resolutions). |
| 6 | The Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by us on 7 June 2024 (the Register of Writs). |
| 7 | The Registration Statement. |
| 8 | A draft specimen certificate for Ordinary Shares (the Share Certificates). |
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Schedule 2
Assumptions
Assumptions of general application
| 1 | All original documents examined by us are authentic and complete. |
| 2 | All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete. |
| 3 | All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine. |
| 4 | Each of the Good Standing Certificate and the Director’s Certificate is accurate and complete as at the date of this opinion. |
| 5 | Where any Document has been provided to us in draft or undated form, that Document has been executed by all parties in materially the form provided to us and, where we have been provided with successive drafts of a Document marked to show changes from a previous draft, all such changes have been accurately marked. |
Status, authorisation and execution
| 6 | Each of the parties to the Documents other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. |
| 7 | Each Document has been duly authorised, executed and unconditionally delivered by or on behalf of all parties to it in accordance with all applicable laws (other than, in the case of the Company, the laws of the Cayman Islands). |
| 8 | In authorising the execution and delivery of the Documents by the Company, the exercise of its rights and performance of its obligations under the Documents, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her. |
| 9 | Each Document has been or will be duly executed and unconditionally delivered by the Company in the manner authorised in the Resolutions. |
Enforceability
| 10 | None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence: |
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| (a) | the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and |
| (b) | neither the execution or delivery of the Documents nor the exercise by any party to the Documents of its rights or the performance of its obligations under them contravene those laws or public policies. |
| 11 | There are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Documents or the transactions contemplated by them or restrict the powers and authority of the Company in any way. |
| 12 | None of the transactions contemplated by the Documents relate to any shares, voting rights or other rights that are subject to a restrictions notice issued pursuant to the Companies Act (Revised) (the Companies Act) of the Cayman Islands. |
Share Issuance
| 13 | The Ordinary Shares shall be issued at an issue price in excess of the par value thereof. |
| 14 | The draft amended and restated articles of association appended to the Registration Statement will be adopted by the Company in accordance with the Articles of Association prior to the date that any Ordinary Shares are issued by the Company. |
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Schedule 3
Qualifications
Good Standing
| 1 | Under the Companies Act annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 2 | In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
Limited liability
| 3 | We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder. |
Non-Assessable
| 4 | In this opinion, the phrase “non-assessable” means, with respect to the Ordinary Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil). |
Register of Writs
| 5 | Our examination of the Register of Writs cannot conclusively reveal whether or not there is: |
| (a) | any current or pending litigation in the Cayman Islands against the Company; or |
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| (b) | any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets, |
as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
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