| Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Malacca Straits Acquisition Company Limited (formerly
known as “Bilbao Street Limited,” the “Company”) was incorporated in the Cayman Islands on July 17, 2019. The
Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar
business combination with one or more businesses (the “Business Combination”). The Company changed its name to “Malacca
Straits Acquisition Company Limited” on February 26, 2020. The Company is an emerging growth company and,
as such, the Company is subject to all of the risks associated with emerging growth companies. All activity through September 30, 2022 relates
to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and,
subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any
operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s
Initial Public Offering was declared effective on July 14, 2020. On July 17, 2020, the Company consummated the Initial Public Offering
of 12,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the
“Public Shares”), generating gross proceeds of $125,000,000 which is described in Note 3. Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00
per warrant in a private placement (the “Private Placement”) to Malacca Straits Management Company Limited (the “Sponsor”),
generating gross proceeds of $4,000,000, which is described in Note 4. Following the closing of the Initial Public Offering
on July 17, 2020, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering
and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United
States, which had been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds selected
by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier
of (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly tendered in connection with a shareholder
vote to amend the Company’s amended and restated memorandum and articles of association then in effect (the “Amended and Restated
Memorandum and Articles of Association”) to (A) modify the substance or timing of the Company’s obligation to allow redemption
in connection with its initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial
Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’
rights or pre-Business Combination activity and (iii) the redemption of all of the Public Shares if the Company is unable to complete
its initial Business Combination within the Combination Period, subject to applicable law. To mitigate the risk that the Company may be deemed to be an investment
company for purposes of the Investment Company Act, in September 2022 the Company instructed the trustee of its Trust Account to liquidate
the assets held in the Trust Account and instead hold all funds in a demand deposit account at a bank. On July 21, 2020, the underwriters exercised their over-allotment option
in full, resulting in an additional 1,875,000 Units issued for an aggregate amount of $18,750,000. In connection with the underwriters’
full exercise of their over-allotment option, the Company also consummated the sale of an additional 375,000 Private Placement Warrants
at $1.00 per Private Placement Warrant, generating total proceeds of $375,000. A total of $18,750,000 was deposited into the Trust Account,
bringing the aggregate proceeds held in the Trust Account to $143,750,000. Transaction costs amounted to $8,394,954, consisting
of $2,875,000 of underwriting fees, $5,031,250 of deferred underwriting fees and $488,704 of other offering costs. Transaction costs of
$186,456 attributable to the warrants were expensed during the year ended December 31, 2020. The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules
of the Nasdaq Stock Market LLC, the stock exchange on which the Company lists its securities, require that the Company’s initial
Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets
held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account)
at the time of the Company signing a definitive agreement in connection with the initial Business Combination. The Company will only complete
a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of
the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of its issued
and outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public
Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or
conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares, equal to the
aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (initially
$10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by
the number of then issued and outstanding Public Shares. The per-share amount to be distributed to Public Shareholders who redeem their
Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see Note 5). There
will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination
only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business
Combination and after payment of underwriters’ fees and commissions or any greater net tangible asset or cash requirement which
may be contained in the agreement relating to the initial Business Combination and, if the Company seeks shareholder approval, it receives
an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of
the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock
exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will,
pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules
of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing
a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing
requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks
shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note
4) and Public Shares held by it in favor of approving a Business Combination. Additionally, Public Shareholders may elect to redeem their
Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company
seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s
Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and
directors have agreed to waive (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection
with the completion of the Company’s Business Combination and (ii) their rights to liquidating distributions from the Trust Account
with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Combination Period (although
they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails
to complete its initial Business Combination within the Combination Period). On December 27, 2021, the Company held its 2021
annual general meeting of shareholders and approved, among other things, an amendment to the Amended and Restated Memorandum and Articles
of Association to extend the date by which the Company must consummate a Business Combination (the “First Extension Amendment”).
The First Extension Amendment extended the date by which the Company must consummate a Business Combination from January 17, 2022 (which
was 18 months from the closing of the Initial Public Offering) to October 17, 2022 (or such earlier date as determined by the board of
directors of the Company (the “Board”)). In connection with the First Extension Amendment, shareholders holding 9,669,449
Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account (the “First Extension
Redemption”). On January 7, 2022, the Company paid from the Trust Account an aggregate amount of $96,761,060, or approximately $10.00
per share to redeeming shareholders in the First Extension Redemption. For each one-month extension, the Sponsor agreed to contribute
to the Company, as a loan, $0.03 for each Public Share not redeemed in connection with the First Extension Amendment (the “First
Contribution”). First Contributions in the amount of $141,167 are payable monthly through the Company’s extension date in
October 2022 (if the Sponsor fully extends the term the Company has to complete an initial Business Combination). For the nine months
ended September 30, 2022, $1,270,500 was borrowed under the Promissory Notes (see Note 4) and deposited in the Trust Account. The Sponsor
has the sole discretion whether to continue extending for additional calendar months until October 17, 2022. On October
12, 2022, the Company held its 2022 annual general meeting of shareholders and July 17, 2023 4,188,197
43,282,728 The Company must consummate a Business Combination
by July 17, 2023 (if the Sponsor fully extends the term the Company has to complete an initial Business Combination) (the “Combination
Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up
to $100,000 of interest to pay dissolution expenses which interest shall be net of taxes payable), divided by the number of then issued
and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve,
subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants,
which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation
rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However,
if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions
from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed
to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not
complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held
in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible
that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit
($10.00). On September
26, 2022, the Company entered into an Agreement and Plan of Merger with Indiev, Inc, a California corporation (“Indiev”),
MLAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), the Sponsor and
the other parties thereto (as may be amended and/or restated from time to time, the “Merger Agreement”). Pursuant to the terms
of the Merger Agreement, (i) prior to closing (the “Closing”) of the transactions contemplated by the Merger Agreement (collectively,
the “Transactions”), Indiev shall convert from a corporation incorporated under the laws of the State of California into a
Delaware corporation (the “Conversion”), and the Company will continue out of the Cayman Islands and into the State of Delaware
to re-domicile and become a Delaware corporation (the “Domestication”), and (ii) at the Closing , Merger Sub will merge with
and into Indiev (the “Merger”), with Indiev continuing as the surviving entity and wholly-owned subsidiary of the Company
(“New INDI”), and with each Indiev stockholder receiving shares of the Company’s common stock at the Closing. Simultaneously
with entering into the Merger Agreement, the Company entered into a Subscription Agreement with Mr. Hai Shi (“PIPE Investor”)
to purchase a total of 1.5 million shares of the Company’s Class A common stock (after giving effect to the Domestication) in a
private investment in public equity (“PIPE”) in the Company at $10.00 per share with aggregate gross proceeds to of $15,000,000,
to be consummated immediately prior the Closing, but after the Domestication. In connection with the Transactions,
Indiev stockholders will receive a number of shares of New INDI common stock having an aggregate value of $600,000,000, subject to the
following adjustments: the aggregate value will be decreased by the amount of Indiev’s indebtedness, net of cash and cash equivalents,
unpaid transaction expenses and transaction bonuses, in each case, as of the Closing, and the aggregate value will be increased by the
amount by which the Company’s transaction expenses exceed $5 million, unless the Sponsor elects to instead pay such excess to the
Company in cash to cancel a number of Class B ordinary shares of the Company held by the Sponsor equal to the amount of such excess (with
each Class B ordinary share valued at $10). In addition, the Indiev stockholders
immediately prior to the Transactions (the “Earnout Participants”) will, as a group, have the contingent right to receive
up to an additional 20,000,000 shares of New INDI common stock (the “Earnout Shares”) as follows: (i) the Earnout Participants
will receive 5,000,000 of the Earnout Shares if the Company’s consolidated net sales of electric automobile vehicles for the 12-month
period beginning with the start of the first calendar quarter starting after the Closing (the “First Sales Earnout Year”)
is at least 400, at an average effective pre-tax sales price of $55,000 per vehicle, and will receive another 10,000,000 of the Earnout
Shares if the consolidated net sales of electric automobile vehicles for next 12-month period after the First Sales Earnout Year is at
least 2,000, at an average effective pre-tax sales price of $55,000 per vehicle. The Earnout Participants will receive another 5,000,000
of the Earnout Shares if the volume weighted average stock price of New INDI common stock is at least $12.50 per share for any 20 trading
day period within any 30 trading day period beginning 150 days after the Closing until December 31, 2024. For more information about the
Transactions and the PIPE, see the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2022. In order to protect the amounts held in the Trust
Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s
independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business
with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00
per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust
Account due to reductions in the value of the assets in the Trust Account, in each case net of the interest which may be withdrawn to
pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek
access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public
Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have
to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s
independent registered public accounting firm), prospective target businesses and other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2022, the Company had approximately
$202,000 in its operating bank accounts available to fund a Business Combination. As of September 30, 2022, the Company’s working
capital deficit was approximately $2,937,000. In order to finance transaction costs in connection with a Business Combination, the Sponsor
or an affiliate of the Sponsor, may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”)
(see Note 4). As discussed in Note 4, the Sponsor has advanced the Company $2,680,834 through September 30, 2022 and an additional $141,167
subsequent to September 30, 2022 under the agreements for the Promissory Notes (as defined in Note 4). In connection with the Company’s assessment
of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards
Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”
(“ASU 2014-15”), the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing
a Business Combination. While the Company expects to have sufficient access to additional sources of capital if necessary, there is no
current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional
capital will ultimately be available. Additionally, the Company has determined that if the Company is unable to complete a Business Combination
during the Combination Period, by July 17, 2023, then the Company will cease all operations except for the purpose of liquidating. The
Company’s liquidity requirements, date for mandatory liquidation and subsequent redemption of shares raises substantial doubt about
the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities
should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination before
the mandatory liquidation date. |
