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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 5)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
MAGNUM OPUS ACQUISITION LIMITED
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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MAGNUM OPUS ACQUISITION LIMITED
Unit 1009, ICBC Tower
Three Garden Road
Central, Hong Kong
Dear Magnum Opus Acquisition Limited Shareholders:
We cordially invite you to attend an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Magnum Opus Acquisition Limited, a Cayman Islands exempted company (“we,” “us,” “our,” “Magnum Opus” or the “Company”), to be held at           a.m., Eastern Time, on           , 2022 at           , or at such other time, on such other date and at such other place to which the meeting may be adjourned. You may also attend the Extraordinary General Meeting webcast by accessing the web portal located at https://www.cstproxy.com/magnumopusacquisition/2022.
We are a blank check company incorporated on January 22, 2021 as a Cayman Islands exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Our executive offices, management team and Magnum Opus Holdings LLC, our Sponsor, are based in the Special Administrative Region of the People’s Republic of China (the “HKSAR”). Our activities since our inception have consisted solely of organizational activities necessary to prepare for our initial public offering (the “IPO”), identifying a target for our business combination, and activities in connection with our proposed business combination.
On August 26, 2021, the Company, Integrated Whale Media Investment Inc., a BVI business company incorporated in the British Virgin Islands, in its capacity as a seller (“IWM”), and shareholders’ representative (the “Shareholders’ Representative”), Highlander Management LLC, a limited liability company incorporated in the State of Delaware (“Highlander,” and together with IWM, the “Sellers”), Forbes Global Holdings Inc., a wholly-owned subsidiary of IWM that is incorporated in the British Virgin Islands (“FGH”), and Forbes Global Media Holdings, Inc., a BVI business company incorporated in the British Virgin Islands (“Forbes”), entered into a business combination agreement (as it may be amended from time to time, the “Business Combination Agreement”). FGH is an intermediate holding company between IWM and Forbes that directly owns 95% of the share capital of Forbes. FGH’s sole business is to hold such equity interest in Forbes and does not otherwise have its own operations. Highlander directly owns the remaining 5% of the share capital of Forbes. Pursuant to the Business Combination Agreement, among other things and subject to the terms and conditions contained therein, (A) the Company will purchase (i) all of the share capital of FGH from IWM and thus, indirectly, 95% of the share capital of Forbes held directly by FGH and (ii) the remaining 5% of the share capital of Forbes from Highlander and (B) all of the outstanding options of Forbes held by each optionholder (the “Optionholders”) (whether vested or unvested) as of the closing of the Business Combination will be cancelled, in each case, in exchange for a combination of cash and newly issued ordinary shares of the Company, par value $0.0001 per share, valued at $10.00 per share. Following the consummation of the transactions, the Company will directly or indirectly hold 100% of the issued share capital of FGH and Forbes. The transactions set forth in the Business Combination Agreement will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Memorandum and Articles of Association (the “current memorandum and articles of association”). You are being asked to vote on the Business Combination and related matters.
Subject to the terms of the Business Combination Agreement, the aggregate consideration to be paid to Forbes’ equityholders in connection with the Business Combination is expected to be valued at $620,000,000, subject to adjustments for cash and cash equivalents, indebtedness and net working capital of the target companies relative to a target as of the closing of the Business Combination (the “Closing Consideration”), which will be paid in a combination of cash and newly issued ordinary shares of the Company. The aggregate cash consideration will be an amount equal to the Company’s cash and cash equivalents as of the Closing (including proceeds in connection with the Private Placement (as defined below) and the funds in the Company’s trust account as of the Closing), plus cash and cash equivalents of the target companies, minus unpaid transaction expenses of the Company as of the Closing, minus transaction expenses of the Sellers and the target companies as of the Closing, minus $145,000,000. The remainder of the Closing Consideration will be paid in a number of newly issued ordinary shares of the Company valued at
 

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$10.00 per share. At the Extraordinary General Meeting, you will be asked to consider and vote upon a proposal (the “Business Combination Proposal” or “Proposal No. 1”) to approve the transactions contemplated by the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement as Annex A.
Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements with certain investors (the “Initial PIPE Investors”), pursuant to which the Initial PIPE Investors agreed to, in connection with the Closing, purchase an aggregate of 40,000,000 Class A ordinary shares of the Company in a private placement for $10.00 per share for aggregate gross proceeds of $400,000,000 (the “Private Placement”). On February 10, 2022, Binance Capital Management Co., Ltd., a business company incorporated under the laws of the British Virgin Islands (“Binance,” and together with Initial PIPE Investors that did not assign all of their obligations under the subscription agreements, the “PIPE Investors”), agreed to invest $200,000,000 in the Private Placement by assuming from certain of the Initial PIPE Investors all or a portion of their obligations under their respective subscription agreements to purchase an aggregate of 20,000,000 Class A ordinary shares of the Company in a private placement for $10.00 per share. Our Sponsor, officers, directors and their affiliates will not participate in the Private Placement. The proceeds from the Private Placement will be used to partially fund the cash consideration to be paid to IWM, Highlander and the Optionholders at the Closing and transaction expenses of the Company, Sellers and target companies, with any remainder used to fund working capital of the post-combination company.
In addition to the Business Combination Proposal, you are being asked to consider and vote upon (i) a proposal to approve, for purposes of complying with applicable New York Stock Exchange (“NYSE”) listing rules, the issuance of more than 20% of the Company’s issued and outstanding ordinary shares in connection with the Business Combination and the Private Placement (the “NYSE Proposal” or “Proposal No. 2”); (ii) a proposal to change the name of the Company, reclassify and re-designate the authorized share capital of the Company and adopt the Second Amended and Restated Memorandum and Articles of Association in the form attached hereto as Annex B (the “Charter Approval Proposal” or “Proposal No. 3”); (iii) a proposal for holders of the Company’s Class B ordinary shares, par value $0.0001 per share (“Founder Shares”), to, as of the Closing, appoint nine directors to serve staggered terms on the board of directors of the post-combination company until the 2023, 2024 and 2025 annual meetings of shareholders, as applicable, in accordance with the terms of the investor rights agreement, and until their respective successors are duly appointed and qualified (the “Director Appointment Proposal” or “Proposal No. 4”); (iv) a proposal to consider and vote upon a proposal to approve The 2022 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C (the “2022 Plan”) (the “Equity Incentive Plan Proposal” or “Proposal No. 5”); (v) a proposal to consider and vote upon a proposal to approve The 2022 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement as Annex D (the “ESPP”) (the “ESPP Proposal” or “Proposal No. 6”); and (vi) a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal (the “Adjournment Proposal” or “Proposal No. 7”).
Each of these proposals is more fully described in the accompanying proxy statement, which each shareholder is encouraged to read carefully.
Our publicly traded Class A ordinary shares, public units and public warrants are currently listed on the New York Stock Exchange under the symbols “OPA,” “OPA.U” and “OPA WS,” respectively. We intend to apply to continue the listing of our public shares and public warrants on the New York Stock Exchange (the “NYSE”) under the symbols “FRBS” and “FRBSW,” respectively, upon the closing of the Business Combination (the “Closing”). Upon the Closing, each unit will separate into its component shares and warrants upon the Closing, and there will be no units or listing of units following the Closing.
Pursuant to our current memorandum and articles of association, we are providing our public shareholders with the opportunity to redeem, upon the Closing, Class A ordinary shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account that holds the proceeds of our IPO (including interest not previously
 

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released to the Company to pay franchise and income taxes). The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $5,250,000 that we will pay to the underwriters of our IPO or transaction expenses incurred in connection with the Business Combination. Public shareholders may elect to redeem their shares whether or not they vote at the Extraordinary General Meeting, and regardless of how they may vote. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Class A ordinary shares included in the public units sold in our IPO. We refer to this as the “15% threshold.” We have no specified maximum redemption threshold under our current memorandum and articles of association, other than the aforementioned 15% threshold and the $5,000,001 minimum of net tangible assets described below. Each redemption of Class A ordinary shares by our public shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that the Sellers’, Forbes’ and FGH’s obligation to consummate the Business Combination is conditioned on the sum of the amount in the Trust Account and the proceeds from the Private Placement equaling or exceeding $400,000,000 in the aggregate. If, as a result of redemptions of Class A ordinary shares by our public shareholders, this condition is not met (or waived), then the Sellers, Forbes and FGH may elect not to consummate the Business Combination. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived only by such parties as set forth therein. In addition, in no event will we redeem our Class A ordinary shares in an amount that would result in the Company’s failure to have net tangible assets equaling or exceeding $5,000,001. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public shareholders exercises their redemption rights with respect to their Class A ordinary shares.
Our Sponsor, officers and directors and the chairman of our advisory board together hold 100% of our Founder Shares, representing 20% of our issued and outstanding ordinary shares, and have agreed to (i) waive their redemption rights with respect to any ordinary shares of the Company in connection with the consummation of the Business Combination; and (ii) vote these shares in favor of the Business Combination. Currently, our Sponsor owns 18.0% of our issued and outstanding ordinary shares, including 90.0% of the Founder Shares.
Because our executive offices are located in Hong Kong, we face various legal, operational, regulatory and enforcement risks relating to our operations in Hong Kong, even though none of our activities since our inception have been subject to any restrictions under any laws or regulations of the HKSAR or the People’s Republic of China (the “PRC”) and currently there is no law or regulation in the HKSAR or the PRC that explicitly requires us to obtain any permission or approval from any Chinese governmental authorities in order to conduct our business, pursue and consummate the Business Combination and issue securities in connection with the Business Combination, including to the PIPE Investors. These risks primarily arise from the following: (i) PRC governmental authorities have significant oversight and control over the ability of companies based in mainland China or Hong Kong to offer securities to, and accept investment from, foreign investors and may exert more control over offerings conducted overseas by, and foreign investment in, companies based in mainland China or Hong Kong; (ii) PRC governmental authorities may seek to intervene or influence such companies’ operations at any time that the government deems appropriate to further its regulatory, political and societal goals; (iii) PRC governmental authorities may seek to place restrictions or limitations on cash flows to or from companies based in mainland China or Hong Kong; (iv) the complex and evolving nature of the PRC legal system; (v) PRC laws and regulations can change quickly with limited advance notice; and (vi) uncertainties and inconsistencies regarding the interpretation and enforcement of PRC laws and regulations (collectively, the “China-Related Risks”).
As such, there is no assurance that our operations or ability to consummate the Business Combination will not be adversely affected by changes in the laws or regulations of the HKSAR or the PRC, or their interpretations, or any new laws or regulations that may be adopted in the future. Any such adverse regulatory development or any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in companies based in mainland China or Hong Kong could (i) result in a material adverse change in our operations; (ii) delay the consummation of the Business Combination and significantly limit or completely hinder our ability to offer securities to, or accept investment
 

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from, foreign investors, including the PIPE Investors, if we are required to obtain permission or approval in order to consummate the Business Combination or issue securities in connection with the Business Combination but are unable to do so in a timely manner; and (iii) cause us to fail to consummate the Business Combination, issue securities in connection with the Business Combination, including to the PIPE Investors, or maintain listing on the NYSE and become subject to fines and penalties, if permission or approval is required but we are unable to obtain such permission or approval, all of which could cause the value of all or any of our outstanding securities or securities that we may issue in the future to decline significantly or become worthless. In addition, if we consummated the Business Combination without having obtained the permission or approval that Chinese governmental authorities deem to be necessary, we may be subsequently required to obtain such permission or approval and become subject to fines and penalties, the details of which are unknown as currently no such permission or approval is required. In extreme cases where such permission or approval is retroactively required due to changes in laws and regulations, or their interpretations, or the adoption of new laws and regulations, we may also be required to unwind the Business Combination. However, as we are a Cayman Islands blank check company with no operational activities in mainland China and Forbes only has limited operational activities in Hong Kong through its two Hong Kong subsidiaries and a joint venture investment and limited operations in mainland China through the joint venture investment, we believe that these risks are remote and that the recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, do not have any impact on our ability to conduct our business, accept foreign investments, consummate the Business Combination and maintain our listing on the NYSE before and after the Business Combination.
All of our assets are placed in a trust account in the United States, and there are no cash flows associated with the Business Combination that will flow through mainland China to our knowledge. Similarly, the proceeds of the Business Combination will also be paid to accounts outside mainland China at the Closing. As such, the cash flows associated with the Business Combination are not subject to any PRC laws or regulations and will not have any adverse impact on your redemption rights.
After the Business Combination, our corporate headquarters will be located in Jersey City, New Jersey. The post-combination company will have limited operations in mainland China and Hong Kong, including, (i) a joint venture in which Forbes holds 30% equity interest that, through its PRC subsidiary, hosts conferences and events in mainland China and creates and distributes content via forbeschina.com and Forbes China magazine, both of which are hosted and published in Hong Kong; (ii) the licensing of the right to use the Forbes name solely outside of the United States through a Hong Kong subsidiary of Forbes, whose sole source of revenue is the collection of fees and royalties associated with such licenses; and (iii) certain digital editorial and sales operations of a Hong Kong subsidiary of Forbes for Forbes Asia, a Singapore subsidiary of Forbes that is engaged in publishing the Forbes Asia magazine and producing events in Pan-Asia. These business operations do not contribute material revenue to the overall business of Forbes and its subsidiaries. FGH, an intermediate holding company and a wholly-owned subsidiary of IWM, the sole business of which is to own 95% of the share capital of Forbes, currently has its mailing address in Hong Kong. Following the Closing, FGH will have its mailing address in Jersey City, New Jersey. FGH does not currently, and following the Closing, will not, hold any assets or have any bank accounts in Hong Kong or the PRC.
The joint venture, its PRC subsidiary and Forbes’ Hong Kong subsidiaries currently face, and will continue to face, the aforementioned legal, operational, regulatory and enforcement risks relating to their operations in mainland China and Hong Kong, including the China-Related Risks, which could have a material adverse impact on these business operations in mainland China and Hong Kong and adversely affect Forbes’ results of operations and financial condition before and after the Business Combination. The joint venture’s and its PRC subsidiary’s business operations in mainland China are subject to various laws and regulations of the PRC that are generally applicable to companies that conduct business in mainland China, including with respect to intellectual property protection, data privacy, taxation, media laws and employment. The business operations of the joint venture and Forbes’ two Hong Kong subsidiaries in Hong Kong are subject to laws and regulations of the HKSAR that are generally applicable to companies that conduct business in Hong Kong, including with respect to intellectual property protection, data privacy, taxation, media laws and/or employment, but are not subject to PRC laws or the direct influence or oversight of the PRC government. Each of the joint venture, its PRC subsidiary and Forbes’ Hong Kong subsidiaries
 

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holds the requisite business license, and currently no other permission or approval is required from any PRC or HKSAR regulatory authority. No such license or permission is required of FGH or Magnum Opus.
From time to time Forbes may transfer funds through the Forbes corporate structure, including from and among the joint venture, Forbes’ Hong Kong subsidiaries and other intermediate holding companies. Such transfers may take the form of intercompany capital contributions, loans, dividends, capital reductions and the repayment of loans. Other than with respect to foreign currency loans or capital contributions from the joint venture to its PRC subsidiary or dividends from the joint venture’s PRC subsidiary to the joint venture, there are no restrictions on foreign exchange to or from any entity within the Forbes corporate structure. The ability of the joint venture’s PRC subsidiary to pay dividends to the joint venture before and after the Business Combination is subject to certain restrictions or requirements of PRC governmental authorities, although such distributions have not historically been made and are not expected to be made in the near term given that the company is not profitable, and foreign currency loans or capital contributions to the PRC subsidiary from the joint venture or other offshore entities in foreign currencies are subject to statutory limits and must be registered with competent authorities. Because the HKSAR government has not issued laws or regulations imposing foreign exchange restrictions on companies that are incorporated in or conduct businesses in Hong Kong, cash transfers among Forbes’ Hong Kong subsidiaries and other entities outside China are not subject to any foreign exchange restrictions under PRC or HKSAR laws or regulations as of the date of this proxy statement, and we do not expect that such cash transfers will be subject to any foreign exchange restrictions under PRC or HKSAR laws or regulations before or after the Business Combination.
We do not believe that the joint venture’s operations in mainland China and Hong Kong, Forbes’ operations in Hong Kong or Magnum Opus’s operations in Hong Kong will have any adverse impact on Forbes’ ability to consummate the Business Combination and list or continue to list its securities on the NYSE or another U.S. stock exchange after the Closing, nor do we believe that the joint venture’s operations in mainland China and Forbes’ operations in Hong Kong and outside China are or will be, subject to any enhanced regulatory scrutiny in connection with PRC governmental authorities’ recently issued statements and instituted regulatory actions in areas such as cybersecurity, data privacy, anti-monopoly and the use of variable interest entities. However, there can be no assurance that the government authorities of the PRC or the HKSAR will not, in the future, engage in actions contrary to such beliefs, which could have a material and adverse effect on the post-combination company’s operations in mainland China and Hong Kong and its ability to continue to list its securities on the NYSE or another U.S. stock exchange.
Furthermore, on December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the Holding Foreign Companies Accountable Act (the “HFCAA”), pursuant to which the SEC will (i) identify an issuer as a “Commission-Identified Issuer” if the issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the Public Company Accounting Oversight Board (the “PCAOB”) has determined it is unable to inspect or investigate completely because of the position taken by the authority in the foreign jurisdiction and (ii) impose a trading prohibition on the issuer after it is identified as a Commission-Identified Issuer for three consecutive years. The Accelerating Holding Foreign Companies Accountable Act, which was passed by the U.S. Senate in June 2021 (the “AHFCAA”), if enacted, would shorten the three-consecutive-year compliance period under the HFCAA to two consecutive years and, as a result, reduce the time before the trading prohibition against or delisting of such issuer’s securities. Marcum LLP, our auditor, and Grant Thornton LLP, which is Forbes’ current auditor and is expected to be the auditor of the post-combination company, are both headquartered in the United States and therefore are not included in the determinations announced by the PCAOB on December 16, 2021, which set out a list of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong that the PCAOB is unable to inspect or investigate completely because of positions taken by local authorities. As such, we do not expect that the HFCAA and related regulations will have any adverse impact on us or the post-combination company.
We are providing the accompanying proxy statement and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting (including following any adjournments or postponements of the Extraordinary General Meeting). Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by the Company’s shareholders at the Extraordinary General Meeting is included in the accompanying proxy
 

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statement. Whether or not you plan to attend the Extraordinary General Meeting, we urge all shareholders to read the accompanying proxy statement, including the annexes and the accompanying financial statements of the Company, Forbes and FGH, carefully and in their entirety. In particular, we urge you to read carefully the section titled “Risk Factors” beginning on page 50 of the accompanying proxy statement.
After careful consideration, our board of directors has approved the Business Combination Agreement and the transactions contemplated therein, and recommends that our shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, and “FOR” all other proposals presented to our shareholders in the accompanying proxy statement. When you consider our board of directors’ recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section titled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.
Approval of the Business Combination Proposal, the NYSE Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the ordinary shares which are voted on such resolution in person or by proxy at the Extraordinary General Meeting at which a quorum is present. Approval of the Charter Approval Proposal requires the affirmative vote of shareholders holding at least two-thirds of the ordinary shares which are voted on such resolution in person or by proxy at the Extraordinary General Meeting at which a quorum is present.
Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. Failure to receive approval of any of the proposals provides the Company on the one hand, and FGH, Forbes and the Sellers on the other hand, with a right to terminate the Business Combination Agreement. If our shareholders do not approve each of the proposals, the Business Combination may not be consummated. All of the proposals (other than the Adjournment Proposal) are conditioned on the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT THE COMPANY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO YOU. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
 

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On behalf of our board of directors, I would like to thank you for your support of Magnum Opus Acquisition Limited and look forward to a successful completion of the Business Combination.
Sincerely,
          , 2022
Jonathan Lin
Chairman of the Board of Directors
 

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement is dated           , 2022 and is expected to be first mailed to shareholders on or about           , 2022.
 

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Notice of Extraordinary General Meeting of Shareholders
of Magnum Opus Acquisition Limited
to Be Held on           , 2022
TO THE SHAREHOLDERS OF MAGNUM OPUS ACQUISITION LIMITED:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of shareholders of Magnum Opus Acquisition Limited (“Company”), a Cayman Islands exempted company, will be held at           a.m. eastern time, on           , 2022 at           , or at such other time, on such other date and at such other place to which the meeting may be adjourned. You may also attend the Extraordinary General Meeting webcast by accessing the web portal located at https://www.cstproxy.com/magnumopusacquisition/2022. The Extraordinary General Meeting will be held for the following purposes:
1.
The Business Combination Proposal — To consider and vote upon, as an ordinary resolution, a proposal to approve and authorize the Business Combination Agreement, dated as August 26, 2021 (as it may be amended from time to time, the “Business Combination Agreement”), by and among the Company, IWM, Highlander, FGH and Forbes, a copy of which is attached to this proxy statement as Annex A (Proposal No. 1);
2.
NYSE Proposal — To consider and vote upon, as an ordinary resolution, a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of the Company’s issued and outstanding ordinary shares in connection with the Business Combination and the Private Placement (Proposal No. 2);
3.
Charter Approval Proposal — To consider and vote upon the following proposals:
(i)
as a special resolution, that a proposal to change the name of the Company from “Magnum Opus Acquisition Limited” to “Forbes Global Media Holdings, Inc.” be approved;
(ii)
as a special resolution, that a proposal to reclassify and re-designate (i) 500,000,000 issued and unissued Class A ordinary shares of a par value of $0.0001 each to 500,000,000 issued and unissued ordinary shares of a par value of $0.0001 each and (ii) 50,000,000 issued and unissued Class B ordinary shares of a par value of $0.0001 each to 50,000,000 issued and unissued ordinary shares of a par value of $0.0001 each (the “Re-designation”) be approved, so that following such Re-designation, the authorized share capital of the Company shall be $55,500 divided into 550,000,000 ordinary shares of a par value of $0.0001 each and 5,000,000 preference shares of a par value of $0.0001 each, in each case having the rights, preferences, privileges and restrictions stated to be attached to them in the Second Amended and Restated Memorandum and Articles of Association in the form attached hereto as Annex B which may amount to a variation of the rights, privileges, and restrictions currently attached to the shares; and
(iii)
as a special resolution, that a proposal to adopt the Second Amended and Restated Memorandum and Articles of Association be approved,
(collectively, Proposal No. 3);
4.
Director Appointment Proposal — For holders of Founder Shares, to consider and vote upon, as an ordinary resolution, a proposal to, as of the Closing, appoint nine directors to serve staggered terms on the board of directors of the post-combination company until the 2023, 2024 and 2025 annual meetings of shareholders, as applicable, in accordance with the terms of the investor rights agreement, and until their respective successors are duly appointed and qualified (Proposal No. 4);
5.
Equity Incentive Plan Proposal — To consider and vote upon, as an ordinary resolution, a proposal to approve the adoption of the 2022 Equity Incentive Plan (Proposal No. 5);
6.
ESPP Proposal — To consider and vote upon, as an ordinary resolution, a proposal to approve the ESPP (Proposal No. 6); and
 

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7.
Adjournment Proposal — To consider and vote upon, as an ordinary resolution, a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if holders of Class A ordinary shares of the Company have elected to redeem an amount of shares such that the minimum available cash condition contained in the Business Combination Agreement would not be satisfied (Proposal No. 7).
The items of business listed above are more fully described elsewhere in the proxy statement. Whether or not you intend to attend the Extraordinary General Meeting, we urge you to read the attached proxy statement in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT TITLED “RISK FACTORS.”
Only holders of record of ordinary shares at the close of business on           , 2022 (the “record date”) are entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.
After careful consideration, our board of directors has determined that each of the proposals listed is fair to and in the best interests of the Company and its shareholders and recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of our board of directors, you should keep in mind that our directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a shareholder. See the section titled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”
The Closing is conditioned on approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal at the Extraordinary General Meeting. If any of these proposals is not approved and the applicable closing condition in the Business Combination Agreement is not waived, then we will not consummate the Business Combination.
All shareholders at the close of business on the record date are cordially invited to attend the Extraordinary General Meeting, which will also be held over the Internet by means of a live audio webcast at https://www.cstproxy.com/magnumopusacquisition/2022. To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible in the postage-paid return envelope provided and, in any event so as to be received by the Company no later than at           a.m. Eastern Time, on           , 2022, being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). In the case of joint shareholders, where more than one of the joint shareholder purports to appoint a proxy, only the appointment submitted by the most senior holder (being the first named holder in respect of the shares in our register of members) will be accepted. If you are a holder of record of ordinary shares at the close of business on the record date, you may also cast your vote at the Extraordinary General Meeting. If you hold your ordinary shares in “street” name, which means your shares are held of record by a broker, bank or nominee, you must instruct your broker or bank on how to vote the shares you beneficially own or, if you wish to attend the Extraordinary General Meeting, you must obtain a legal proxy from the shareholder of record and email a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a legal proxy. Holders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting virtually. You will receive an email prior to the meeting with a link and instructions for entering the Extraordinary General Meeting.
A complete list of our shareholders of record entitled to vote at the Extraordinary General Meeting will be available for 10 days before the Extraordinary General Meeting at our principal executive offices for inspection by shareholders during business hours for any purpose germane to the Extraordinary General Meeting.
 

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Voting on all resolutions at the Extraordinary General Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of ordinary shares registered in each shareholder’s name, with each ordinary share carrying one vote.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Extraordinary General Meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.
If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC. Questions can also be sent by email to OPA.info@investor.morrowsodali.com.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors,
Jonathan Lin
Chairman of the Board of Directors
           , 2022
IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.
ALL HOLDERS (THE “PUBLIC SHAREHOLDERS”) OF CLASS A ORDINARY SHARES ISSUED IN MAGNUM OPUS’S INITIAL PUBLIC OFFERING (THE “PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH.
THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AND REGARDLESS OF WHETHER THEY VOTE AT ALL.
TO EXERCISE REDEMPTION RIGHTS, PUBLIC SHAREHOLDERS MUST TENDER THEIR SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, MAGNUM OPUS’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO YOU. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
 

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SELECTED DEFINITIONS
“Board” means the board of directors of Magnum Opus Acquisition Limited before the Closing.
“Cayman Companies Act” means the Cayman Companies Act (As Revised) of the Cayman Islands.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Founder Shares” means the 5,000,000 Class B ordinary shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the IPO.
“GAAP” means accounting principles generally accepted in the United States of America.
“Initial Shareholders” means Magnum Opus Holdings LLC, Jonathan Lin, Frank Han, Kevin Lee, Sammy Hsieh, Alexandre Casin, Johnny Liu Dickson Cheng and Kersten Hui.
“IPO” means the initial public offering of Magnum Opus, which was consummated on March 25, 2021.
“New Forbes Board” means the board of directors of Magnum Opus Acquisition Limited following its name change to Forbes Global Media Holdings, Inc. at the Closing.
“Optionholders” means each holder of options under Forbes Global Media Holdings Inc. (BVI) Long-Term Incentive Plan, as amended from time to time, and any other plan or arrangement pursuant to which rights with respect to shares of Forbes have been granted to service providers immediately prior to the Closing.
“Private Warrants” means the warrants sold to Sponsor in a private placement consummated concurrently with IPO, each entitling its holder to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share, subject to adjustment.
“Public Shareholders” means all holders of the Public Shares.
“Public Shares” means Class A ordinary shares issued in the IPO.
“Public Warrants” means warrants issued in the IPO, each entitling its holder to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share, subject to adjustment.
“Securities Act” means the Securities Act of 1933, as amended.
“Sponsor” means Magnum Opus Management LLC.
“Trust Account” means the trust account of the Company that holds the proceeds from the IPO.
“Units” means the units issued in the IPO, each consisting of one Class A ordinary share and one-half of one Public Warrant.
 
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SUMMARY TERM SHEET
This summary term sheet, together with the sections entitled “Questions and Answers About the Business Combination and the Extraordinary General Meeting” and “Summary,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the Extraordinary General Meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Selected Definitions.”

The Company is a blank check company incorporated on January 22, 2021 as a Cayman Islands exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

There are currently 25,750,000 ordinary shares, par value $0.0001 per share, of the Company, issued and outstanding, consisting of (i) 20,000,000 Class A ordinary shares sold as part of the IPO, and (ii) 5,750,000 Class B ordinary shares that were initially issued to our Initial Shareholders, prior to our IPO. There are currently no preference shares issued and outstanding. In addition, we issued 10,000,000 Public Warrants to purchase Class A ordinary shares (originally sold as part of the public units issued in our IPO) as part of our IPO, along with 6,000,000 Private Warrants issued to our Sponsor in a private placement on March 25, 2021. Each Public Warrant and Private Placement Warrant entitles its holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, to be exercised only for a whole number of Class A ordinary share. The Public Warrants and Private Warrants will become exercisable 30 days after the completion of our initial business combination, and they expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants at a price of $0.01 per warrant, if the closing price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders, or at a price of $0.10 per warrant if the closing price of the ordinary shares equals or exceeds $10.00 per share but is less than $18.00 per share for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The recent closing price of the ordinary shares did not exceed the thresholds that would allow the company to redeem public warrants. For more information regarding the Public Warrants and the redemption procedures, please see the section entitled “Description of Securities.” The Private Warrants have terms and provisions that are identical to those of the Public Warrants except that (i) the Private Warrants are non-redeemable so long as they are held by our Sponsor or its permitted transferees; (ii) the Private Warrants (including the ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, subject to limited exceptions, and they will not be redeemable by us so long as they are held by our Sponsor or its permitted transferees; (iii) the Sponsor or its permitted transferees have the option to exercise the Private Warrants on a cashless basis; and (iv) the Private Warrants will be entitled to registration rights. For more information regarding the Private Warrants, please see the section entitled “Description of Securities.”

Now in its second century of operation, Forbes is a leading business information brand that reaches more than 150 million people worldwide through multiple channels, including print and digital publishing (Forbes Magazine, Forbes Asia Magazine and Forbes.com), signature LIVE and Forbes Virtual events and conferences, newsletters, custom marketing programs, social engagement and 46 licensed local print and digital editions in 77 countries. Forbes Media’s brand extensions include real estate, education and financial services license agreements. For more information about Forbes, please see the sections entitled “Information About Forbes” and “Forbes’ Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the aggregate consideration payable to IWM, Highlander and the Optionholders will be valued at $620,000,000, subject to adjustments for cash and cash equivalents, indebtedness and net working
 
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capital of the target companies relative to a target as of the closing of the Business Combination, which will be paid in a combination of cash and shares of the Company. The Closing Consideration will be allocated among IWM, Highlander and Optionholders on a pro rata basis based on their relative direct or indirect, fully diluted ownership of Forbes (with respect to the Optionholders, on a net “cashless” exercise basis). The aggregate cash consideration will be an amount equal to the Company’s proceeds in connection with the Private Placement and the funds in the Company’s trust account as of the Closing, plus cash and cash equivalents of the target companies, minus unpaid transaction expenses of the Company as of the Closing, minus transaction expenses of the Sellers and the target companies as of the Closing, minus $145,000,000. The remainder of the Closing Consideration will be paid in a number of newly issued ordinary shares of the Company valued at $10.00 per share. At the Closing, the Company will deposit with an escrow agent an amount equal to $5,000,000 of the cash consideration, which will be disbursed following the final determination of the Closing Consideration. For more information about the Business Combination Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Assuming none of the Public Shareholders demand redemption pursuant to our current amended and restated memorandum and articles of association, it is anticipated that (i) the Company’s Public Shareholders will retain an ownership interest of approximately 24.4% in the post-combination company; (ii) the PIPE-related investors will hold approximately 48.8% of equity interests (such that Public Shareholders, including PIPE Investors, will hold approximately 73.2% of equity interests) in the post-combination company; (iii) our Initial Shareholders, including the Sponsor, will hold approximately 5.8% of equity interests in the post-combination company; and (iv) the Sellers and Optionholders will hold approximately 21.0% of equity interests in the post-combination company. Assuming full redemption by Public Shareholders, it is anticipated that (i) the PIPE-related investors will hold approximately 48.9% of equity interests in the post-combination company; (ii) our Initial Shareholders, including the Sponsor, will hold approximately 5.9% of equity interests in the post-combination company; and (iii) the Sellers and Optionholders will hold approximately 45.2% of equity interests in the post-combination company.

The PIPE Investors agreed to purchase 40,000,000 Class A ordinary shares in the aggregate in a private placement for $10.00 per share (subject to customary terms and conditions, including the occurrence of the Closing) for gross proceeds of $400,000,000 pursuant to Subscription Agreements entered into at the signing of the Business Combination Agreement. Our Sponsor, officers, directors and their affiliates will not participate in the Private Placement. For more information, please see the sections entitled “Summary — Impact of the Business Combination” and “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information.”

Our management and Board considered various factors in determining whether to approve the Business Combination Agreement and the transactions contemplated thereby, including the terms of the Business Combination, Forbes’ brand, business opportunities, public market readiness and attractive valuation relative to comparable companies, the Company’s due diligence investigation of Forbes and the reasonableness and fairness of the terms of the Business Combination Agreement and the transactions contemplated thereby to the Company’s shareholders. For more information about our decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Our Board’s Reasons for the Approval of the Business Combination.”

Pursuant to our current amended and restated memorandum and articles of association, in connection with the Business Combination, our Public Shareholders may demand that we redeem their shares for a pro rata portion of the funds held in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If a holder exercises its redemption rights, then such holder will be exchanging its Class A ordinary shares for cash and will no longer own shares of the post-combination company and will not participate in the future growth of the post-combination company, if any. To demand redemption rights, our Public Shareholders must tender their shares to our transfer agent no later than two business days prior to the Extraordinary General Meeting by either delivering their share certificates (if any) and other redemption forms to the transfer agent or by delivering their shares to the transfer agent electronically using The Depository Trust Company’s DWAC System. Please see the section entitled “Extraordinary General Meeting of Shareholders — Redemption Rights.”
 
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In addition to voting on the proposal to approve the transactions contemplated by the Business Combination Agreement, including the Business Combination, at the Extraordinary General Meeting, the shareholders of the Company will be asked to vote on:

a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of the Company’s issued and outstanding ordinary shares in connection with the Business Combination and the Private Placement (the “NYSE Proposal” or “Proposal No. 2”);

a proposal to change the name of the Company, reclassify and re-designate the authorized share capital of the Company and adopt the Second Amended and Restated Memorandum and Articles of Association in the form attached hereto as Annex B (the “Charter Approval Proposal” or “Proposal No. 3”);

a proposal for holders of the Company’s Founder Shares, par value $0.0001 per share (“Founder Shares”), to, as of the Closing, appoint nine directors to serve staggered terms on the New Forbes Board until the 2023, 2024 and 2025 annual meetings of shareholders, as applicable, in accordance with the terms of the investor rights agreement, and until their respective successors are duly appointed and qualified (the “Director Appointment Proposal” or “Proposal No. 4”);

a proposal to consider and vote upon a proposal to approve 2022 Plan (the “Equity Incentive Plan Proposal” or “Proposal No. 5”);

a proposal to consider and vote upon a proposal to approve the ESPP (the “ESPP Proposal” or “Proposal No. 6”);

a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal (the “Adjournment Proposal” or “Proposal No. 7”).
Please see the sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The NYSE Proposal,” “Proposal No. 3 — The Charter Approval Proposal,” “Proposal No. 4 — The Director Appointment Proposal,” “Proposal No. 5 — The Equity Incentive Plan Proposal,” “Proposal No. 6 — The Employee Stock Purchase Plan Proposal” and “Proposal No. 7 — The Adjournment Proposal.” All of the proposals (other than the Adjournment Proposal) are conditioned on the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal at the Extraordinary General Meeting. The Adjournment is not conditioned on the approval of any other proposal.

Upon consummation of the Business Combination, our Board anticipates increasing its initial size to nine directors, with each Class I director having a term that expires at the post-combination company’s annual general meeting of shareholders in 2023, each Class II director having a term that expires at the post-combination company’s annual general meeting of shareholders in 2024 and each Class III director having a term that expires at the post-combination company’s annual general meeting of shareholders in 2025, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the section entitled “Proposal No. 4 — The Director Appointment Proposal.”

Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement, including, among others, approval under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, receipt of the Company’s shareholder approvals contemplated by this proxy statement and the availability of minimum cash amounts at Closing. For more information about the closing conditions to the Business Combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”
 
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The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or by the Company or the Sellers in specified circumstances. For more information about the termination rights under the Merger Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Termination and Effect of Termination.”

The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

In considering the recommendation of the Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor, directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally, which could cause them to benefit from and incentivize them to pursue a business combination with a less favorable target company or on terms less favorable to non-redeeming shareholders rather than liquidate. Our directors (other than Sammy Hsieh, our independent director, whom it had been previously determined would abstain from voting on this matter due to a potential conflict of interest described below) were aware of and considered these interests, among other matters, in evaluating the Business Combination and did not believe that such interests would preclude them from approving the Business Combination or from recommending the Business Combination to shareholders, considering that these interests would be disclosed in this proxy statement. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the fact that IWM is one of the major shareholders of iClick Interactive, a company co-founded by Mr. Hsieh that has certain business agreements in place with Forbes;

the fact that our Sponsor, officers, directors and the chairman of our advisory board paid an aggregate of $25,000 for 5,000,000 Founder Shares, which will have a significantly higher value at the time of the Business Combination but will become worthless if a business combination is not consummated by March 25, 2023. Based on the average of the high ($9.96) and low ($9.94) prices for the Public Shares on the NYSE on February 15, 2022, the value of the Founder Shares would be $49,750,000;

the fact that our Sponsor paid an aggregate of approximately $6,000,000 for its 6,000,000 Private Warrants to purchase Class A ordinary shares and that such Private Warrants will expire worthless if a business combination is not consummated by March 25, 2023. Based on the average of the high ($1.27) and low ($1.15) prices for the Public Warrants on the NYSE on February 15, 2022, the value of the Private Warrants would be $7,260,000;

the fact that, given the differential in the purchase price that our Sponsor, officers, directors and the chairman of our advisory board paid for the Founder Shares and the purchase price that the Sponsor paid for the Private Warrants as compared to the price of the Public Shares and Public Warrants and the substantial number of Class A ordinary shares that the Sponsor and these individuals will receive upon conversion of the Founder Shares and Private Warrants, the Sponsor and these individuals can earn a positive return on their investment, even if Public Shareholders have a negative return on their investment;

the fact that our Sponsor, officers, directors and the chairman of our advisory board have agreed not to redeem any ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

the fact that our Sponsor, officers, directors and the chairman of our advisory board will lose their entire investment in us if an initial business combination is not consummated by March 25, 2023. Our Sponsor, officers and directors and their affiliates have not incurred any out-of-pocket fees and expenses in relation to our initial business combination since the IPO;

the fact that our Sponsor, officers, directors and the chairman of our advisory board have agreed to waive their rights to liquidating distributions from the Trust Account with respect to Founder Shares held by them if we fail to complete an initial business combination by March 25, 2023;

the continued right of our Sponsor to hold the Private Warrants and ordinary shares to be issued upon exercise of the Private Warrants following the Business Combination, subject to certain lock-up periods;
 
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in the event of the liquidation of the Trust Account upon the failure of the Company to consummate a business combination by March 25, 2023, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per-public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into a written letter of intent, confidentiality or other similar agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, provided that such indemnification will not apply to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act;

the continued indemnification of some of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination;

the fact that we have entered into an investor rights agreement with our Sponsor, officers, directors and the chairman of our advisory board, which provides for registration rights to them and their permitted transferees; and

the fact that, Jonathan Lin, our Chairman of the Board, Director and Chief Executive Officer and the holder of 100% of the voting securities of the Sponsor, will be a member of the board of directors of the post-combination company following the closing of the Business Combination and, therefore, in the future Mr. Lin could receive cash fees, share options or share-based awards that the board of directors of the post-combination company determines to pay to its non-executive directors.
 
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MARKET, INDUSTRY AND OTHER DATA
In this section, “we,” “us” and “our” generally refer to Forbes prior to the Business Combination and to the Company and its subsidiaries following the Business Combination.
In this proxy statement, we present industry data, forecasts, information and statistics regarding the markets in which we compete, as well as our analysis of statistics, data and other information that we have derived from third parties, including independent consultant reports, publicly available information, various industry publications and other published industry sources (including Comscore and Google Analytics). Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable. Such information is supplemented where necessary with our own internal estimates and information obtained from discussions with our customers, taking into account publicly available information about other industry participants and our management’s judgment where information is not publicly available. This information appears in “Risk Factors,” “Information about Forbes,” “Forbes’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this proxy statement.
Although we believe that these third-party sources are reliable, we do not guarantee the accuracy or completeness of this information, and we have not independently verified this information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates. Some market data and statistical information are also based on our good faith estimates, which are derived from management’s knowledge of our industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this proxy statement, including the size of certain markets and our size or position and the positions of our competitors within these markets, including our services relative to competitors, are based on estimates by us. These estimates have been derived from management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate and have not been verified by independent sources. Unless otherwise noted, all of our market share and market position information presented in this proxy statement is an approximation. Our market share and market position in each of our business segments, unless otherwise noted, is based on our volume relative to the estimated volume in the markets served by each of our business segments. References herein to Forbes being a leader in a market or product category refer to our belief that we have a leading market share position in each specified market, unless the context otherwise requires. As there are no publicly available sources supporting this belief, it is based solely on our internal analysis of our volume as compared to the estimated volume of our competitors. In addition, the discussion herein regarding our various end markets is based on how it defines the end markets for its products, which products may be either part of larger overall end markets or end markets that include other types of products and services.
Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources.
 
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TRADEMARKS, TRADE NAMES AND SERVICE MARKS
Forbes has proprietary rights to trademarks used in this proxy statement that are important to its business, many of which are registered under applicable intellectual property laws. This proxy statement also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that Forbes will not assert, to the fullest extent permitted under applicable law, its rights or the right of the applicable licensor to these trademarks, trade names and service marks. Forbes does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of Forbes by, any other parties.
 
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE EXTRAORDINARY GENERAL MEETING
The questions and answers below highlight only elected information set forth elsewhere in this proxy statement and only briefly address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to our shareholders. We urge shareholders to carefully read this entire proxy statement, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting.
Q:
Why am I receiving this proxy statement?
A: Our shareholders are being asked to consider and vote upon a proposal to approve the transactions contemplated by the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement as Annex A, among other proposals. We have entered into the Business Combination Agreement, which provides that the Company will purchase from IWM and Highlander, directly or indirectly, all of the shares of FGH and Forbes and the outstanding options of Forbes held by each Optionholder (whether vested or unvested) will be cancelled in exchange for a combination of cash and newly issued ordinary shares of the Company valued at $10.00 per share. Following the consummation of the transactions, the Company will directly or indirectly hold 100% of the issued share capital of FGH and Forbes. You are being asked to vote on the Business Combination and related matters. In accordance with the terms and subject to the conditions of the Business Combination Agreement, the aggregate consideration payable to IWM, Highlander and the Optionholders will be valued at $620,000,000, subject to adjustments for cash and cash equivalents, indebtedness and net working capital of the target companies relative to a target as of the Closing, which will be paid in a combination of cash and newly issued ordinary shares of the Company valued at $10.00 per share. A copy of the Business Combination Agreement is attached to this proxy statement as Annex A.
This proxy statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement and its annexes carefully and in their entirety.
Q:
Are there any other matters being presented to shareholders at the meeting?
A: In addition to voting on the Business Combination Proposal, the Company’s shareholders are being asked to vote on the following proposals:

NYSE Proposal — To consider and vote upon, as an ordinary resolution, a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of the Company’s issued and outstanding ordinary shares in connection with the Business Combination and related Private Placement (Proposal No. 2);

Charter Approval Proposal — To consider and vote upon the following proposals:
(i)
as a special resolution, that a proposal to change the name of the Company from “Magnum Opus Acquisition Limited” to “Forbes Global Media Holdings, Inc.” be approved;
(ii)
as a special resolution, that a proposal to reclassify and re-designate (i) 500,000,000 issued and unissued Class A ordinary shares of a par value of $0.0001 each to 500,000,000 issued and unissued ordinary shares of a par value of $0.0001 each and (ii) 50,000,000 issued and unissued Class B ordinary shares of a par value of $0.0001 each to 50,000,000 issued and unissued ordinary shares of a par value of $0.0001 each (the “Re-designation”) be approved so that following such Re-designation, the authorized share capital of the Company shall be $55,500 divided into 550,000,000 ordinary shares of a par value of $0.0001 each and 5,000,000 preference shares of a par value of $0.0001 each, in each case having the rights, preferences, privileges and restrictions stated to be attached to them in the Second Amended and Restated Memorandum and Articles of Association in the form attached hereto as Annex B which may amount to a variation of the rights, privileges, and restrictions currently attached to the shares; and
 
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(iii)
as a special resolution, that a proposal to adopt the Second Amended and Restated Memorandum and Articles of Association be approved,
(collectively, Proposal No. 3);

Director Appointment Proposal — For holders of Founder Shares, to consider and vote upon, as an ordinary resolution, a proposal to, as of the Closing, appoint nine directors to serve staggered terms on the New Forbes Board until the 2023, 2024 and 2025 annual meetings of shareholders, as applicable, in accordance with the terms of the investor rights agreement, and until their respective successors are duly appointed and qualified (Proposal No. 4);

Equity Incentive Plan Proposal — To consider and vote upon, as an ordinary resolution, a proposal to approve the 2022 Plan (Proposal No. 5);

ESPP Proposal — To consider and vote upon, as an ordinary resolution, a proposal to approve the ESPP (Proposal No. 6); and

Adjournment Proposal — To consider and vote upon, as an ordinary resolution, a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if holders of Class A ordinary shares of the Company have elected to redeem an amount of shares such that the minimum available cash condition contained in the Business Combination Agreement would not be satisfied (Proposal No. 7).
The vote of shareholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement.
Q:
Are the proposals conditioned on one another?
A: All of the proposals (other than the Adjournment Proposal) are conditioned on the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal.
Q:
Why is the Company providing shareholders with the opportunity to vote on the Business Combination?
A: Pursuant to our current memorandum and articles of association, we are required to provide Public Shareholders with an opportunity to have their shares redeemed for cash upon the consummation of our initial business combination, either in conjunction with a shareholder vote or tender offer. Due to the structure of the Business Combination, we are providing this opportunity in conjunction with a shareholder vote.
Q:
What will happen to our securities upon consummation of the Business Combination?
A: We intend to apply to continue the listing of our Public Shares and Public Warrants on the NYSE under the symbols “FRBS” and “FRBSW,” respectively, upon the Closing. In connection with the Business Combination, we will change our name to Forbes Global Media Holdings, Inc. Our Units will separate into the component securities upon consummation of the Business Combination and will no longer trade as a separate security.
Q:
Why is the Company proposing the Business Combination?
A: We were organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
On March 25, 2021, we consummated the IPO of 20,000,000 Units at an offering price of $10.00 per Unit, generating total gross proceeds of $200,000,000. Following the closing of the IPO, an amount equal to $200,000,000 from the net proceeds of the sale of the Units in the IPO was placed into the Trust Account. Since the IPO, our activity has been limited to the evaluation of business combination candidates.
 
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We believe that the Business Combination will provide our shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section titled “Proposal No. 1 — The Business Combination Proposal — Our Board’s Reasons for the Approval of the Business Combination.”
Q:
Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A: No. The Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, investors will be relying solely on the judgment of the Board and our management team in valuing Forbes and will be assuming the risk that the Board may not have properly valued the business. However, our directors and officers have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have substantial experience with mergers and acquisitions. Furthermore, in analyzing the Business Combination, the Board conducted significant due diligence on Forbes. Based on the foregoing, the Board concluded that its members’ collective experience and backgrounds, together with the experience and sector expertise of our management, enabled it to make the necessary analyses and determinations regarding the Business Combination, including that the Business Combination was fair from a financial perspective to our shareholders and that Forbes’ fair market value was at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time the Business Combination Agreement was entered into. There can be no assurance, however, that the Board was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by the Board in approving the Business Combination, see the section titled “Proposal No. 1 — The Business Combination Proposal.”
Q:
Do I have redemption rights?
A: If you are a Public Shareholder, you have the right to demand that we redeem your Public Shares for a pro rata portion of the cash held in our Trust Account, calculated as of two business days prior to the consummation of the Business Combination. We sometimes refer to the right to demand redemption of the Public Shares as “redemption right.”
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed and converted into cash.
Under our current memorandum and articles of association, the Business Combination may not be consummated if we have net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by Public Shareholders.
Q:
Will how I vote on the Business Combination affect my ability to exercise my redemption rights?
A: No. A Public Shareholder may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or votes on such proposal at all, or if it is a shareholder on the record date. This means that any Public Shareholder holding Public Shares may exercise redemptions rights so long as they hold Public Shares as of the date they tender the shares for redemption, regardless of whether they are entitled to vote on the Business Combination Proposal and regardless of whether they vote at all.
Q:
How do I exercise my redemption rights?
A: If you are a Public Shareholder and wish to exercise your redemption rights, you must demand that we redeem your shares for cash and tender your Public Shares to Continental Stock Transfer & Trust Company, our transfer agent, no later than two (2) business days prior to the Extraordinary General Meeting. You may tender your Public Shares by either delivering your share certificates (if any) and other redemption forms to the transfer agent or by delivering your Public Shares to the transfer agent electronically using
 
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The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your Public Shares are properly tendered for redemption. Any Public Shareholder satisfying the requirements for exercising redemption rights will be entitled to a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $      , or $      per share, as of the record date), less any owed but unpaid taxes on the funds in the Trust Account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.
Any request for redemption, once made by a Public Shareholder, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the Extraordinary General Meeting. If you deliver your share certificates (if any) and other redemption forms to our transfer agent and later decide prior to the Extraordinary General Meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed at the end of this section or, if you hold your shares in “street name,” by contacting your bank, broker or other nominee and following their instructions to withdraw your request for redemption.
Any written demand of redemption rights must be received by our transfer agent at least two business days prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms or Public Shares have been delivered (either physically or electronically) to the transfer agent.
Q:
If I am a holder of the Public Warrants, can I exercise redemption rights with respect to my warrants?
A: No. Warrant holders have no redemption rights with respect to such securities.
Q:
What are the U.S. federal income tax consequences to me if I exercise my redemption rights?
A: We expect that a U.S. holder (as defined below in the section entitled “Certain Material U.S. Federal Income Tax Considerations — Tax Consequences for U.S. Holders Exercising Redemption Rights” ) that exercises its redemption rights to receive cash from the trust account in exchange for its Class A ordinary shares will generally be treated as selling such Class A ordinary shares resulting in the recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Class A ordinary shares that such U.S. holder owns or is deemed to own (including through the ownership of warrants) prior to and following the redemption. The U.S. federal income tax consequences of the redemption depend on your particular facts and circumstances. In addition, the potential application of the “passive foreign investment company rules” may impact such tax consequences as described below in the section entitled “Certain Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.” For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, please see the section entitled “Certain Material U.S. Federal Income Tax Considerations.” We urge you to consult your own tax advisors regarding the tax consequences of exercising your redemption rights, including with respect to the application of the “passive foreign investment company” rules to any such exercise of redemption rights.
Q:
Do I have appraisal rights if I object to the proposed Business Combination?
A: No. Neither our shareholders nor our warrant holders have appraisal or dissenters’ rights in connection with the Business Combination under the Cayman Companies Act. Although under the Cayman Companies Act, shareholders of a Cayman Islands company have dissenters’ rights with respect to a merger, dissenters’ rights are not available under the Cayman Companies Act if the transaction is not a Cayman Islands statutory merger but structured as a share acquisition as is proposed under the Business Combination.
Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A: The net proceeds of the IPO, together with a portion of the proceeds from the sale of the warrants in a private placement to the Sponsor, equal in the aggregate to $200,000,000, was placed in the Trust Account
 
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immediately following the IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay, on a pro rata basis, Public Shareholders who exercise redemption rights, with remaining amounts to be used to fund a portion of the cash consideration to be paid to IWM, Highlander and the Optionholders at the Closing, transaction expenses of the Company, Sellers and target companies (including aggregate fees of $5,250,000 to the underwriters of the IPO as deferred underwriting commissions) and working capital of the post-combination company.
Q:
What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A: Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders. However, the Business Combination will not be consummated if, either immediately prior to or upon consummation of the Business Combination, we would have net tangible assets of less than $5,000,001 after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by Public Shareholders. To the extent that there are fewer Public Shares and Public Shareholders, the trading market for our ordinary shares may be less liquid after the Business Combination, and we may not be able to meet the listing standards of a national securities exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to the post-combination company following the consummation of the Business Combination.
Q:
What ownership levels will current shareholders of the Company, the Sellers and Optionholders have after consummation of the Business Combination?
A: The PIPE Investors agreed to, in connection with the Closing, purchase in the aggregate 40,000,000 Class A ordinary shares, for $400,000,000 of gross proceeds, in the Private Placement. Our Sponsor, officers, directors and their affiliates will not participate in the Private Placement. In this proxy statement, we assume that $400,000,000 of the gross proceeds from the Private Placement, in addition to funds remaining in the Trust Account following any redemptions (plus any interest accrued thereon), will be used to fund the cash consideration payable pursuant to the Business Combination Agreement, transaction expenses of the Sellers, the Company and the target companies and working capital of post-combination company. Assuming none of the Public Shareholders demand redemption pursuant to our current amended and restated memorandum and articles of association, it is anticipated that (i) the Company’s Public Shareholders will retain an ownership interest of approximately 24.4% in the post-combination company; (ii) the PIPE-related investors will hold approximately 48.8% of equity interests (such that Public Shareholders, including PIPE Investors, will hold approximately 73.2% of equity interests) in the post-combination company; (iii) our Initial Shareholders, including the Sponsor, will hold approximately 5.8% of equity interests in the post-combination company; and (iv) the Sellers and Optionholders will hold approximately 21.0% of equity interests in the post-combination company. Assuming full redemption by Public Shareholders, it is anticipated that (i) the PIPE-related investors will hold approximately 48.9% of equity interests in the post-combination company; (ii) our Initial Shareholders, including the Sponsor, will hold approximately 5.9% of equity interests in the post-combination company; and (iii) the Sellers and Optionholders will hold approximately 45.2% of equity interests in the post-combination company.
The ownership percentage with respect to the post-combination company following the Business Combination (i) does not take into account (a) 16,000,000 warrants to purchase Class A ordinary shares (consisting of 10,000,000 Public Warrants and 6,000,000 Private Warrants issued to our Sponsor), which will remain outstanding immediately following the Business Combination, and (b) the issuance of any shares upon completion of the Business Combination under the 2022 Plan, a copy of which is attached to this proxy statement as Annex C, and is further described in the Equity Incentive Plan Proposal within this proxy statement; but (ii) does include Founder Shares, which will be converted into ordinary shares at the Closing on a one-for-one basis (even though such ordinary shares will be subject to transfer restrictions). If any of the Public Shareholders as of February 15, 2022 redeem their Public Shares upon the Closing but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant as of February 15, 2022, would be $12,700,000 regardless of the amount of redemptions by the Public Shareholders. Upon the issuance of Class A
 
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ordinary shares in connection with the Business Combination, the percentage ownership of the post-combination company by Public Shareholders who do not redeem their Public Shares will be diluted. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Shareholders. The percentage of the total number of outstanding Class A ordinary shares that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company’s existing shareholders in the post-combination company will be different. For more information, please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”
The following table illustrates varying ownership levels in the Company, assuming consummation of the Business Combination and no redemptions by Public Shareholders, 10% redemption by Public Shareholders, 50% redemption by Public Shareholders, 75% redemption by Public Shareholders and the maximum redemptions by Public Shareholders:
No
Redemptions(1)
%
10%
Redemption(2)
%
50%
Redemption(3)
%
75%
Redemption(4)
%
Maximum
Redemption(5)
%
Forbes Shareholders(6)
17,190,502 21.0% 19,190,502 23.5% 27,170,502 33.1% 32,150,502 39.1% 37,125,502 45.2%
Public Shareholders(7)
20,000,000 24.4% 18,000,000 21.9% 10,000,000 12.2% 5,000,000 6.1% %
Holders of Founder Shares(8)
4,800,000 5.8% 4,800,000 5.8% 4,800,000 5.8% 4,800,000 5.9% 4,800,000 5.9%
PIPE-related investors(9)
40,100,000 48.8% 40,100,000 48.8% 40,100,000 48.9% 40,100,000 48.9% 40,100,000 48.9%
Pro forma ordinary shares at December 31, 2021
82,090,502 100.0% 82,090,502 100.0% 82,070,502 100.0% 82,050,502 100.0% 82,025,502 100.0%
Potential sources of dilution:
Public Warrants
10,000,000 12.2% 10,000,000 12.2% 10,000,000 12.2% 10,000,000 12.2% 10,000,000 12.2%
Private Warrants
6,000,000 7.3% 6,000,000 7.3% 6,000,000 7.3% 6,000,000 7.3% 6,000,000 7.3%
(1)
Assumes that no Public Shares are redeemed and excludes potential dilution from Public Warrants and Private Warrants.
(2)
Assumes that 2,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $20,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
(3)
Assumes that 10,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $100,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
(4)
Assumes that 15,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $150,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
 
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(5)
Assumes that 20,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $200,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
(6)
Includes 200,000 Founder Shares that the Sponsor will transfer to Michael Federle, Forbes’ Chief Executive Officer and any members of Forbes’ management that he may designate, immediately following and contingent upon the Closing, as part of a transaction bonus. See “Director and Executive Compensation — Post-Business Combination Executive Compensation — Transaction Bonuses.” The number of ordinary shares issuable as consideration to Forbes shareholders increases as cash consideration payable to Forbes shareholders decreases, and higher transaction expenses results in lower cash consideration being payable to Forbes shareholders. The amount of cash fees payable by the Company to Cantor Fitzgerald & Co. (“Cantor”) and Needham & Company, LLC (“Needham”) as capital market advisors varies depending on the level of redemptions, with lower redemptions resulting in higher cash fees and therefore lower cash consideration payable and more shares issuable to Forbes shareholders. Cantor will receive a fixed fee of $1,000,000 upon the Closing irrespective of redemptions and an additional $250,000 if less than 25% of the Public Shares are redeemed. Needham will receive a fee ranging from $600,000 (in the maximum redemptions scenario) to $1,000,000 (in the no redemption scenario) upon the Closing.
(7)
Excludes 10,000,000 Public Warrants. If the 10,000,000 Public Warrants and 6,000,000 Private Warrants were exercised and converted into Class A ordinary shares, Public Shareholders would hold approximately 30.6%, 28.5%, 20.4%, 15.3%, and 10.2% under the No Redemptions, 10% Redemption, 50% Redemption, 75% Redemption, and Maximum Redemption scenarios, respectively. See “Risk Factors — Risks Related to the Company and the Business Combination — Our Public Shareholders will experience dilution as a consequence of, among other transactions, the issuance of Class A ordinary shares as consideration in the Business Combination and the Private Placement.” for additional information related to the risk of dilution to our Public Shareholders.
(8)
Includes 4,300,000 Founder Shares held by the Sponsor and an aggregate of 500,000 Founder Shares held by Magnum Opus’s officers, directors and the chairman of its advisory board. See “Beneficial Ownership of Securities.” Excludes (i) 200,000 Founder Shares that the Sponsor will transfer to Michael Federle, Forbes’ Chief Executive Officer and any member of Forbes’ management as he may designate, immediately following and contingent upon the Closing, as part of a transaction bonus, and (ii) 6,000,000 Private Warrants. If the 10,000,000 Public Warrants and 6,000,000 Private Warrants were exercised and converted into ordinary shares, the holders of Founder Shares would hold approximately 11.0% under the No Redemptions, 10% Redemption, 50% Redemption, 75% Redemption, and Maximum Redemption scenarios, respectively. See “Risk Factors — Risks Related to the Company and the Business Combination — Our Public Shareholders will experience dilution as a consequence of, among other transactions, the issuance of Class A ordinary shares as consideration in the Business Combination and the Private Placement” for additional information related to the risk of dilution to our Public Shareholders.
(9)
Assumes the Private Placement is consummated in accordance with its terms for $400,000,000, and the 40,000,000 Class A ordinary shares to be issued to the PIPE Investors will be re-designated as ordinary shares. Includes 100,000 ordinary shares (based on the assumed price of $10.00 per share) to be issued to satisfy fees related to the Private Placement. See "Proposal No. 1 — The Business Combination Proposal — Certain Engagements in Connection with the Business Combination and the Private Placement."
Q: What conditions must be satisfied to complete the Business Combination?
A. There are a number of closing conditions in the Business Combination Agreement, including approval under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, approval from our shareholders and that the aggregate amount of funds held in the Trust Account (after taking into account any redemptions from the Trust Account in connection with the Closing) and from the Private Placement shall be equal to or greater than $400,000,000. For a description of the conditions for the completion of the
 
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Business Combination, see the section titled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”
Q:
What happens if the Business Combination is not consummated?
A: If we do not complete the Business Combination for whatever reason, we would search for another target business with which to complete a business combination. If we do not complete the Business Combination with Forbes or another business combination by March 25, 2023 (or such later date as may be approved by our shareholders in an amendment to our current memorandum and articles of association), we must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Public Shares and, following such redemption, we will liquidate and dissolve. Our Initial Shareholders waived their redemption rights with respect to ordinary shares owned by them in the event a business combination is not effected in the required time period.
Q:
How do our Sponsor, directors and officers intend to vote on the proposals?
A: The Sponsor, as well as our directors and officers and the chairman of our advisory board, beneficially own and are entitled to vote an aggregate of 20.0% of our outstanding ordinary shares prior to the Business Combination. These holders have agreed to vote their shares in favor of the Business Combination Proposal and all other proposals being presented at the Extraordinary General Meeting, and to not exercise redemption rights with respect to their shares.
Q:
What interests do the Sponsor and our current directors and officers have in the Business Combination?
A: In considering the recommendation of the Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor, directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally, which could cause them to benefit from and incentivize them to pursue a business combination with a less favorable target company or on terms less favorable to non-redeeming shareholders rather than liquidate. Our directors (other than Sammy Hsieh, our independent director, whom it had been previously determined would abstain from voting on this matter due to a potential conflict of interest described below) were aware of and considered these interests, among other matters, in evaluating the Business Combination and did not believe that such interests would preclude them from approving the Business Combination or from recommending the Business Combination to shareholders, considering that these interests would be disclosed in this proxy statement. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the fact that IWM is one of the major shareholders of iClick Interactive, a company co-founded by Mr. Hsieh that has certain business agreements in place with Forbes;

the fact that our Sponsor, officers, directors and the chairman of our advisory board paid an aggregate of $25,000 for 5,000,000 Founder Shares, which will have a significantly higher value at the time of the Business Combination but will become worthless if a business combination is not consummated by March 25, 2023. Based on the average of the high ($9.96) and low ($9.94) prices for the Public Shares on the NYSE on February 15, 2022, the value of the Founder Shares would be $49,750,000;

the fact that our Sponsor paid an aggregate of approximately $6,000,000 for its 6,000,000 Private Warrants to purchase Class A ordinary shares and that such Private Warrants will expire worthless if a business combination is not consummated by March 25, 2023. Based on the average of the high ($1.27) and low ($1.15) prices for the Public Warrants on the NYSE on February 15, 2022, the value of the Private Warrants would be $7,260,000;

the fact that, given the differential in the purchase price that our Sponsor, officers, directors and the chairman of our advisory board paid for the Founder Shares and the purchase price that the Sponsor paid for the Private Warrants as compared to the price of the Public Shares and Public Warrants and the substantial number of Class A ordinary shares that the Sponsor and these individuals will
 
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receive upon conversion of the Founder Shares and Private Warrants, the Sponsor and these individuals can earn a positive return on their investment, even if Public Shareholders have a negative return on their investment;

the fact that our Sponsor, officers, directors and the chairman of our advisory board have agreed not to redeem any ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

the fact that our Sponsor, officers, directors and the chairman of our advisory board will lose their entire investment in us if an initial business combination is not consummated by March 25, 2023. Our Sponsor, officers and directors and their affiliates have not incurred any out-of-pocket fees and expenses in relation to our initial business combination since the IPO;

the fact that our Sponsor, officers, directors and the chairman of our advisory board have agreed to waive their rights to liquidating distributions from the Trust Account with respect to Founder Shares held by them if we fail to complete an initial business combination by March 25, 2023;

the continued right of our Sponsor to hold the Private Warrants and ordinary shares to be issued upon exercise of the Private Warrants following the Business Combination, subject to certain lock-up periods;

in the event of the liquidation of the Trust Account upon the failure of the Company to consummate a business combination by March 25, 2023, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per-public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into a written letter of intent, confidentiality or other similar agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, provided that such indemnification will not apply to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act;

the continued indemnification of some of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination;

the fact that we have entered into an investor rights agreement with our Sponsor, officers, directors and the chairman of our advisory board, which provides for registration rights to them and their permitted transferees; and

the fact that, Jonathan Lin, our Chairman of the Board, Director and Chief Executive Officer and the holder of 100% of the voting securities of the Sponsor, will be a member of the New Forbes Board following the Closing and, therefore, in the future Mr. Lin could receive cash fees, share options or share-based awards that the board of directors of the post-combination company determines to pay to its non-executive directors.
Q:
When do you expect the Business Combination to be completed?
A: It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary General Meeting, which is set for                 , 2022; however, such meeting could be adjourned or postponed to a later date, as described above. The Closing is also subject to other customary closing conditions. Furthermore, the Sellers and the Company will have the right to terminate the Business Combination Agreement if it is not consummated by May 31, 2022, subject to certain exceptions.
Q:
What do I need to do now?
A: We urge you to carefully read and consider the information contained in this proxy statement, including the annexes, and to consider how the Business Combination will affect you as a shareholder. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.
 
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Q:
When and where will the Extraordinary General Meeting take place?
A: The Extraordinary General Meeting will be held on                 , 2022, at                 a.m., Eastern Time, at                 and virtually over the Internet by means of a live audio webcast. You may also attend the Extraordinary General Meeting webcast by accessing the web portal located at https://www.cstproxy.com/magnumopusacquisition/2022 and following the instructions set forth below. In order to maintain the interactive nature of the Extraordinary General Meeting, virtual attendees who have registered for the meeting and entered a valid control number will be able to:

vote via the web portal during the Extraordinary General Meeting webcast; and

submit questions or comments to our directors and officers during the Extraordinary General Meeting.
Shareholders who have registered for the meeting and entered a valid control number may submit questions or comments during the meeting through the Extraordinary General Meeting webcast by typing in the “Submit a question” box.
To register for and attend the Extraordinary General Meeting virtually, please follow these instructions as applicable to the nature of your ownership of ordinary shares:

Shares Held of Record.   If you are a record holder, and you wish to attend the virtual Extraordinary General Meeting, go to https://www.cstproxy.com/magnumopusacquisition/2022, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the Extraordinary General Meeting, you will need to log back into the meeting site using your control number.

Shares Held in Street Name.   If you hold your ordinary shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you must instruct your broker or bank on how to vote the shares you beneficially own or, if you wish to attend the Extraordinary General Meeting, you must obtain a legal proxy from the shareholder of record and email a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a legal proxy. Holders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting virtually. You will receive an email prior to the meeting with a link and instructions for entering the Extraordinary General Meeting. “Street” name holders should contact Continental Stock Transfer on or before                 , 2022.
Shareholders will also have the option to listen to the Extraordinary General Meeting by telephone by calling:

Within the U.S. and Canada: +1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
The passcode for telephone access: 5805192#. You will not be able to vote or submit questions, unless you register for and log in to the Extraordinary General Meeting webcast as described above.
Q:
How do I vote?
A: If you are a holder of record of Public Shares at the close of business on the record date, you may vote by attending the Extraordinary General Meeting and submitting a ballot through the web portal during the Extraordinary General Meeting webcast or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying preaddressed postage paid envelope so that it is received no later than 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you hold your shares in “street name,” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must
 
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provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the virtual Extraordinary General Meeting and vote through the web portal, obtain a legal proxy from your broker, bank or nominee.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A: Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals, unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
The Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals, unless you provide voting instructions.
Q:
May I change my vote after I have mailed my signed proxy card?
A: Yes. Shareholders of record may send a later-dated, signed proxy card to our transfer agent at the address set forth below so that it is received no later than 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting) or virtually attend the Extraordinary General Meeting and submit a ballot through the web portal during the Extraordinary General Meeting webcast. Shareholders of record also may revoke their proxy by sending a notice of revocation to our transfer agent, which must be received prior to the vote at the Extraordinary General Meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to virtually attend the Extraordinary General Meeting and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.
Q:
What constitutes a quorum for the Extraordinary General Meeting?
A: A quorum is the minimum number of our ordinary shares that must be present to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if one or more shareholders holding a majority of the issued and outstanding ordinary shares entitled to vote at the meeting are represented at the virtual Extraordinary General Meeting in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not count as present for the purposes of establishing a quorum. Except for the Director Appointment Proposal, which may only be voted by holders of Class B ordinary shares, Class A ordinary shares and Class B ordinary shares are entitled to vote together as a single class on all matters to be considered at the Extraordinary General Meeting. Voting on all resolutions at the Extraordinary General Meeting will be conducted by way of a poll vote. Shareholders will have one vote for each ordinary share owned at the close of business on the record date.
Q:
What shareholder vote thresholds are required for the approval of each proposal brought before the Extraordinary General Meeting?
A: The Business Combination Proposal, the NYSE Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal will require an ordinary resolution under Cayman Islands law and pursuant to our current memorandum and articles of association, being the affirmative vote of shareholders holding a majority of the ordinary shares which are voted on such resolution in person or by proxy at the Extraordinary General Meeting at which a quorum is present. The Charter Approval Proposal will require the affirmative vote of shareholders holding at least two-thirds of the ordinary shares which are voted on such resolution in person or by proxy at the Extraordinary General Meeting at which a quorum is present.
In addition to shares held by our Initial Shareholders, assuming all outstanding shares are voted on each proposal, we would need 7,500,001 Public Shares, or approximately 37.5%, of the 20,000,000 Public Shares to be voted in favor of the Business Combination Proposal, the NYSE Proposal, the Equity Incentive
 
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Plan Proposal and the ESPP Proposal; and 11,666,668 Public Shares, or approximately 58.3%, of the 20,000,000 Public Shares to be voted in favor of the Charter Approval Proposal.
Brokers are not entitled to vote on the aforementioned proposals absent voting instructions from the beneficial holder. Abstentions are considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the Extraordinary General Meeting and therefore will have no effect on the approval of each of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal as a matter of Cayman Islands law. However, the NYSE requires that for the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal to be approved, there must be more votes cast in favor of the proposal than the aggregate of votes against plus abstentions. Therefore, for NYSE purposes, an abstention will have the same effect as a vote against such proposals. Broker non-votes do not count as votes cast.
Q:
What happens if I fail to take any action with respect to the Extraordinary General Meeting?
A: If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by the our shareholders and consummated, you will become a shareholder of the post-combination company.
If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will continue to be a shareholder, and we will continue to search for another target business with which to complete an initial business combination. If we do not complete an initial business combination by March 25, 2023 (or such later date as may be approved by our shareholders in an amendment to our current memorandum and articles of association), we must cease all operations except for the purpose of winding up, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate.
Q:
What should I do with my share certificates?
A: Public Shareholders who do not elect to have their shares redeemed for a pro rata share of the Trust Account should wait for instructions from our transfer agent regarding what to do with their certificates. Public Shareholders who exercise their redemption rights must deliver their share certificates (if any) and other redemption forms to our transfer agent or deliver their Public Shares electronically to our transfer agent using The Depository Trust Company’s DWAC System no later than two business days prior to the Extraordinary General Meeting as described above. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your Public Shares are properly tendered for redemption.
Q:
What should I do if I receive more than one set of voting materials?
A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Q:
Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?
A: We will pay the cost of soliciting proxies for the Extraordinary General Meeting. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Morrow Sodali LLC a fixed fee of $30,000, plus associated disbursements, to reimburse the firm for its reasonable and documented costs and expenses and to indemnify the firm and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
 
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Q:
Who can help answer my questions?
A: If you have questions about the Business Combination or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact the proxy solicitor at:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 069 02
Telephone: (800) 662 -5200
(Banks and brokers can call: (203) 658-9400)
Email: OPA.info@investor.morrowsodali.com
You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a Public Shareholder and you intend to seek redemption of your shares, you will need to deliver your share certificates (if any) and other redemption documents (either physically or electronically) to our transfer agent at the address below or deliver your shares electronically to the transfer agent using The Depository Trust Company’s DWAC System at least two business days prior to the vote at the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your share certificates and redemption forms, please contact:
Continental Stock Transfer & Trust Company
1 State Street — 30th Floor
New York New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com
 
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SUMMARY
This summary highlights elected information from this proxy statement. It may not contain all of the information that is important to you. You should carefully read the entire proxy statement and the other documents referred to in this proxy statement, including the annexes, to fully understand the Business Combination Agreement, the Business Combination and the other matters being considered at the Extraordinary General Meeting of our shareholders. For additional information, see “Where You Can Find More Information” beginning on page 266. Each item in this summary refers to the page of this proxy statement on which that subject is discussed in more detail.
The Parties to the Business Combination
Magnum Opus Acquisition Limited
The Company is a blank check company incorporated on January 22, 2021 as a Cayman Islands exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
The Company’s securities are traded on the NYSE under the ticker symbols “OPA,” “OPA.U” and “OPA WS.” The Company intends to apply to continue the listing of its Public Shares and Public Warrants on the NYSE under the symbols “FRBS” and “FRBSW,” respectively, upon the Closing.
The mailing address of the Company’s principal executive office is Unit 1009, ICBC Tower, Three Garden Road, Central, Hong Kong.
Integrated Whale Media Investment Inc.
IWM is a BVI business company incorporated in the British Virgin Islands and the sole shareholder of Forbes Global Holdings Inc. The mailing address of IWM’s principal executive office is 21/F, 88 Gloucester Road, Wanchai, Hong Kong.
Highlander Management LLC
Highlander is a limited liability company incorporated in the State of Delaware and a shareholder of Forbes Global Media Holdings Inc. The mailing address of Highlander’s principal executive office is 101 Avenue of the Americas, Suite 842, New York, NY 10013.
Forbes Global Holdings Inc.
FGH is a BVI business company incorporated in the British Virgin Islands and a shareholder of Forbes Global Media Holdings Inc. The mailing address of FGH is 21/F, 88 Gloucester Road, Wanchai, Hong Kong. Following the Closing, the mailing address of FGH will be 499 Washington Blvd, Jersey City, NJ 07310.
Forbes Global Media Holdings Inc.
Forbes is a BVI business company incorporated in the British Virgin Islands. The mailing address of FGH’s principal executive office is 499 Washington Blvd, Jersey City, NJ 07310.
The Business Combination Agreement
On August 26, 2021, the Company, IWM, Highlander, FGH and Forbes entered into the Business Combination Agreement. FGH is an intermediate holding company between IWM and Forbes that directly owns 95% of the share capital of Forbes and does not otherwise have its own operations. Highlander directly owns the remaining 5% of the share capital of Forbes. The Business Combination Agreement provides that, at the Closing contemplated by the Business Combination Agreement, (A) the Company will purchase (i) all of the share capital of FGH from IWM and thus, indirectly, 95% of the share capital of Forbes held directly by FGH and (ii) the remaining 5% of the share capital of Forbes from Highlander and (B) all of the outstanding options of Forbes and the outstanding options of Forbes held by each
 
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Optionholder (whether vested or unvested) as of the closing of the Business Combination will be cancelled, in each case, in exchange for a combination of cash and newly issued ordinary shares of the Company valued at $10.00 per share. Following the consummation of the transactions, the Company will directly or indirectly hold 100% of the issued share capital of FGH and Forbes. For more information about the transactions contemplated by the Business Combination Agreement, please see the section titled “Proposal No. 1 — The Business Combination Proposal.” A copy of the Business Combination Agreement is attached to this proxy statement as Annex A.
Business Combination Consideration
In accordance with the terms and subject to the conditions of the Business Combination Agreement, the aggregate consideration payable to IWM, Highlander and the Optionholders will be valued at $620,000,000, subject to adjustments for cash and cash equivalents, indebtedness and net working capital of the target companies relative to a target as of the Closing, which will be paid in a combination of cash and shares of the Company. The Closing Consideration will be allocated among IWM, Highlander and Optionholders on a pro rata basis based on their relative direct or indirect, fully diluted ownership of Forbes (with respect to the Optionholders, on a net “cashless” exercise basis). The aggregate cash consideration will be an amount equal to the Company’s proceeds in connection with the Private Placement and the funds in the Company’s trust account as of the Closing, plus cash and cash equivalents of the target companies, minus unpaid transaction expenses of the Company as of the Closing, minus transaction expenses of the Sellers and the target companies as of the Closing, minus $145,000,000. The remainder of the Closing Consideration will be paid in a number of newly issued ordinary shares of the Company valued at $10.00 per share. At the Closing, the Company will deposit with an escrow agent an amount equal to $5,000,000 of the cash consideration, which will be disbursed following the final determination of the Closing Consideration.
Agreements Entered into in connection with the Business Combination
Support Agreement
Concurrently with the execution of the Business Combination Agreement, the Company, our Initial Shareholders and IWM entered into a support agreement (the “Support Agreement”), pursuant to which each Initial Shareholder has agreed to, among other things, vote to adopt and approve the Business Combination Agreement and the other documents contemplated thereby and the transactions contemplated thereby, not transfer any share of the Company until termination of the Support Agreement, waive or not otherwise perfect any anti-dilution or similar protection with respect to any Founder Shares and not elect to have any share of the Company redeemed in connection with the transactions. The foregoing summary of the Support Agreement is not complete and is qualified in its entirety by reference to the complete text of the Support Agreement as set forth in Annex E.
Amended and Restated Investor Rights Agreement
Concurrently with the execution of the Business Combination Agreement, the Company, our Initial Shareholders, IWM and Highlander entered into an investor rights agreement (the “Investor Rights Agreement”). On February 10, 2022, the Company, the Sponsor, IWM and Binance entered into an amended and restated investor rights agreement (the “Amended and Restated Investor Rights Agreement”), which amended and replaced the original Investor Rights Agreement dated as of August 26, 2021 in its entirety. Pursuant to the Amended and Restated Investor Rights Agreement, (i) the board of directors of the post-combination company shall be comprised of nine (9) directors at and immediately following the Closing, of which one individual shall be nominated by the Sponsor, two individuals shall be nominated by IWM at least one of which shall be independent, one individual shall be the chief executive officer of the combined company, two individuals shall be nominated by Binance and three individuals shall be jointly nominated by unanimous agreement of the Sponsor, IWM and Binance; (ii) the board of directors of the post-combination company shall be divided into three classes of directors, with each class serving for staggered three-year terms; (iii) the Company will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and certain holders have been granted customary demand and piggyback registration rights; (iv) each party to the Amended and Restated Investor Rights Agreement
 
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(including parties to the original Investor Rights Agreement) agrees to a twelve (12)-month lock-up period following the Closing for the shares and warrants of the Company owned by such party, subject to certain customary exceptions; and (v) the Company shall form a steering committee, including two directors nominated by Binance and any other directors as may be determined by the New Forbes Board from time to time, who will advise and provide insights to the management team and the board on recent developments in cryptocurrencies and related assets to inform the Company’s digital media coverage and product development strategies.
The foregoing summary of the Amended and Restated Investor Rights Agreement is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Investor Rights Agreement as set forth in Annex F.
Investor Representation Letters
At the Closing, each of IWM and Highlander will enter into an Investor Representation Letter with the Company pursuant to which they will make certain representations and warranties and agreements in connection with the Business Combination.
Adjustment Escrow Agreement
At the Closing, the Company, IWM and U.S. Bank National Association, as escrow agent (the “Escrow Agent”), will enter into the Adjustment Escrow Agreement, substantially in the form attached as Annex G to this proxy statement. Pursuant to the Adjustment Escrow Agreement, the Company shall deposit with the Escrow Agent at the Closing an amount equal to $5,000,000 (the “Adjustment Escrow Amount”) into a designated escrow account (the “Adjustment Escrow Account”), by wire transfer of immediately available funds in U.S. dollars, and the Company and IWM will appoint the Escrow Agent to hold the Adjustment Escrow Account until the final determination of the Closing Consideration and disburse the Adjustment Escrow Account as provided therein.
The foregoing summary of the Adjustment Escrow Agreement is not complete and is qualified in its entirety by reference to the complete text of the Adjustment Escrow Agreement as set forth in Annex G.
Subscription Agreements
Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements with Initial PIPE Investors, pursuant to which the Initial PIPE Investors agreed to, in connection with the Closing, purchase an aggregate of 40,000,000 Class A ordinary shares of the Company in a private placement for $10.00 per share for aggregate gross proceeds of $400,000,000. On February 10, 2022, Binance agreed to invest $200,000,000 in the Private Placement by assuming from certain of the Initial PIPE Investors all or a portion of their obligations under their respective subscription agreements to purchase an aggregate of 20,000,000 Class A ordinary shares of the Company in a private placement for $10.00 per share. Our Sponsor, officers, directors and their affiliates will not participate in the Private Placement. The proceeds from the Private Placement will be used to partially fund the cash consideration to be paid to IWM, Highlander and the Optionholders at the Closing and transaction expenses of the Company, Sellers and target companies, with any remainder used to fund working capital of the post-combination company. Under the Subscription Agreements, the obligations of the parties (or, in some cases, some of the parties) to consummate the Private Placement are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) the absence of a legal prohibition on consummating the Private Placement; (ii) all conditions precedent under the Business Combination Agreement having been satisfied or waived; (iii) the accuracy of representations and warranties in all material respects; and (iv) material compliance with covenants.
The Class A ordinary shares to be issued in connection with the Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Subscription Agreements provide that the Company will, within 60 days after the consummation of the transactions contemplated by the Business Combination Agreement, file with the SEC a registration statement registering the resale of such Class A ordinary shares and will use its
 
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commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) 105 days after the filing thereof (or 165 days after the filing thereof if the SEC notifies the Company that it will “review” the registration statement) and (ii) 10 business days after the Company is notified by the SEC that the registration statement will not be “reviewed” or will not be subject to further review.
Each Subscription Agreement will terminate with no further force and effect (i) upon the termination of the Business Combination Agreement; (ii) upon mutual written agreement of the parties and IWM as the Shareholders’ Representative; (iii) 30 days after May 31, 2022 if the Business Combination has not been consummated by such date; or (iv) if any of the conditions therein are not satisfied or waived prior to the Closing or not capable of being satisfied on or prior to the Closing.
2022 Plan
Our Board expects to approve and adopt the 2022 Plan, subject to shareholder approval. The purpose of the 2022 Plan is to enhance the post-combination company’s and certain of its subsidiaries’ ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the post-combination company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. For more information about the 2022 Plan, please see the section titled “Proposal No. 5 — The Equity Incentive Plan Proposal.”
ESPP
Our Board expects to approve and adopt the ESPP, subject to shareholder approval. The purpose of the ESPP is to provide eligible employees of the post-combination company and certain of its subsidiaries with opportunities to purchase shares of the post-combination company. For more information about the ESPP, please see the section titled “Proposal No. 6 — The Employee Stock Purchase Plan Proposal.”
Other Proposals
In addition to the Business Combination Proposal, you are being asked to consider and vote upon (i) a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of the Company’s issued and outstanding ordinary shares in connection with the Business Combination and the Private Placement (the “NYSE Proposal” or “Proposal No. 2”); (ii) a proposal to change the name of the Company, reclassify and re-designate the authorized share capital of the Company and adopt the Second Amended and Restated Memorandum and Articles of Association in the form attached hereto as Annex B (the “Charter Approval Proposal” or “Proposal No. 3”); (iii) a proposal for holders of Founder Shares to, as of the Closing, appoint nine directors to, as of the Closing, serve staggered terms on the New Forbes Board until the 2023, 2024 and 2025 annual meetings of shareholders, as applicable, in accordance with the terms of the investor rights agreement, and until their respective successors are duly appointed and qualified (the “Director Appointment Proposal” or “Proposal No. 4”); (v) a proposal to consider and vote upon a proposal to approve The 2022 Equity Incentive Plan (the “2022 Plan”) (the “Equity Incentive Plan Proposal” or “Proposal No. 5”); (vi) a proposal to consider and vote upon a proposal to approve the ESPP (the “ESPP Proposal” or “Proposal No. 6”); and (vii) a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal (the “Adjournment Proposal” or “Proposal No. 7”). Each of these proposals is more fully described in this proxy statement, which each shareholder is encouraged to read carefully.
Recommendation to Shareholders
The Board has determined that each of the proposals outlined herein is fair to and in the best interests of Magnum Opus and its shareholders and recommended that our shareholders vote “FOR” the Business Combination Proposal, “FOR” the NYSE Proposal, “FOR” the Charter Approval Proposal, “FOR” the Director Appointment Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, if presented.
 
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Redemption Rights
Pursuant to our current memorandum and articles of association, a Public Shareholder may demand that we redeem its Public Shares for cash if the Business Combination is consummated; provided that we may not consummate the Business Combination if we have less than $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Business Combination. Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed and converted into cash. Public Shareholders who wish to exercise their redemption rights must demand that we redeem their Public Shares for cash and tender their Public Shares to our transfer agent no later than two (2) business days prior to the Extraordinary General Meeting. Public Shareholders may tender their Public Shares by either delivering their share certificates (if any) and other redemption forms to the transfer agent or by delivering their Public Shares electronically to the transfer agent using The Depository Trust Company’s DWAC System. Any Public Shareholder satisfying the requirements for exercising redemption rights will be entitled to a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $      , or $      per share, as of the record date), less taxes payable and up to $100,000 of interest to pay dissolution expenses. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. If a Public Shareholder exercises his, her or its redemption rights, then it will be exchanging its shares for cash and will not become a shareholder of the post-combination company. Any request for redemption, once made by a Public Shareholder, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the Extraordinary General Meeting. If you deliver your share certificates (if any) and other redemption forms to our transfer agent and later decide prior to the Extraordinary General Meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically). See the section of this proxy statement titled “Extraordinary General Meeting of Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.
Impact of the Business Combination
The PIPE Investors agreed to, in connection with the Closing, purchase in the aggregate 40,000,000 Class A ordinary shares, for $400,000,000 of gross proceeds, in the Private Placement. Our Sponsor, officers, directors and their affiliates will not participate in the Private Placement. In this proxy statement, we assume that $400,000,000 of the gross proceeds from the Private Placement, in addition to funds remaining in the Trust Account following any redemptions (plus any interest accrued thereon), will be used to fund the cash consideration payable pursuant to the Business Combination Agreement, transaction expenses of the Sellers, the Company and the target companies and working capital of post-combination company. Assuming none of the Public Shareholders demand redemption pursuant to our current amended and restated memorandum and articles of association, it is anticipated that (i) the Company’s Public Shareholders will retain an ownership interest of approximately 24.4% in the post-combination company; (ii) PIPE-related investors will hold approximately 48.8% of equity interests (such that Public Shareholders, including PIPE Investors, will hold approximately 73.2% of equity interests) in the post-combination company; (iii) our Initial Shareholders, including the Sponsor, will hold approximately 5.8% of equity interests in the post-combination company; and (iv) the Sellers and Optionholders will hold approximately 21.0% of equity interests in the post-combination company. Assuming full redemption by Public Shareholders, it is anticipated that (i) PIPE-related investors will hold approximately 48.9% of equity interests in the post-combination company; (ii) our Initial Shareholders, including the Sponsor, will hold approximately 5.9% of equity interests in the post-combination company; and (iii) the Sellers and Optionholders will hold approximately 45.2% of equity interests in the post-combination company.
The ownership percentage with respect to the post-combination company following the Business Combination (i) does not take into account (a) 16,000,000 warrants to purchase Class A ordinary shares (consisting of 10,000,000 Public Warrants and 6,000,000 Private Warrants issued to our Sponsor), which will remain outstanding immediately following the Business Combination, and (b) the issuance of any shares
 
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upon completion of the Business Combination under the 2022 Plan, a copy of which is attached to this proxy statement as Annex C, and is further described in the Equity Incentive Plan Proposal within this proxy statement; but (ii) does include Founder Shares, which will be converted into ordinary shares at the Closing on a one-for-one basis (even though such ordinary shares will be subject to transfer restrictions). If any of the Public Shareholders as of February 15, 2022 redeem their Public Shares upon the Closing but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant as of February 15, 2022, would be $12,700,000 regardless of the amount of redemptions by the Public Shareholders. Upon the issuance of Class A ordinary shares in connection with the Business Combination, the percentage ownership of the post-combination company by Public Shareholders who do not redeem their Public Shares will be diluted. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Shareholders. The percentage of the total number of outstanding Class A ordinary shares that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company’s existing shareholders in the post-combination company will be different. For more information, please see the section titled “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information.”
The following tables illustrate estimated ownership levels in the Company, immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the Public Shareholders and the following additional assumptions and the potential impact of redemptions on the value, on a per-share basis, of the shares owned by non-redeeming shareholders across varying levels of redemptions:
No
Redemptions(1)
%
10%
Redemption(2)
%
50%
Redemption(3)
%
75%
Redemption(4)
%
Maximum
Redemption(5)
%
Forbes Shareholders(6)
17,190,502 21.0% 19,190,502 23.5% 27,170,502 33.1% 32,150,502 39.1% 37,125,502 45.2%
Public Shareholders(7)
20,000,000 24.4% 18,000,000 21.9% 10,000,000 12.2% 5,000,000 6.1% %
Holders of Founder Shares(8)
4,800,000 5.8% 4,800,000 5.8% 4,800,000 5.8% 4,800,000 5.9% 4,800,000 5.9%
PIPE-related investors(9)
40,100,000 48.8% 40,100,000 48.8% 40,100,000 48.9% 40,100,000 48.9% 40,100,000 48.9%
Pro forma ordinary shares at December 31, 2021
82,090,502 100.0% 82,090,502 100.0% 82,070,502 100.0% 82,050,502 100.0% 82,025,502 100.0%
Potential sources of dilution:
Public Warrants
10,000,000 12.2% 10,000,000 12.2% 10,000,000 12.2% 10,000,000 12.2% 10,000,000 12.2%
Private Warrants
6,000,000 7.3% 6,000,000 7.3% 6,000,000 7.3% 6,000,000 7.3% 6,000,000 7.3%
(1)
Assumes that no Public Shares are redeemed and excludes potential dilution from Public Warrants and Private Warrants.
(2)
Assumes that 2,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $20,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
(3)
Assumes that 10,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $100,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
(4)
Assumes that 15,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $150,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to
 
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the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
(5)
Assumes that 20,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $200,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
(6)
Includes 200,000 Founder Shares that the Sponsor will transfer to Michael Federle, Forbes’ Chief Executive Officer and any members of Forbes’ management that he may designate, immediately following and contingent upon the Closing, as part of a transaction bonus. See “Director and Executive Compensation — Post-Business Combination Executive Compensation — Transaction Bonuses.” The number of ordinary shares issuable as consideration to Forbes shareholders increases as cash consideration payable to Forbes shareholders decreases, and higher transaction expenses results in lower cash consideration being payable to Forbes shareholders. The amount of cash fees payable by the Company to Cantor and Needham as capital market advisors varies depending on the level of redemptions, with lower redemptions resulting in higher cash fees and therefore lower cash consideration payable and more shares issuable to Forbes shareholders. Cantor will receive a fixed fee of $1,000,000 upon the Closing irrespective of redemptions and an additional $250,000 if less than 25% of the Public Shares are redeemed. Needham will receive a fee ranging from $600,000 (in the maximum redemptions scenario) to $1,000,000 (in the no redemption scenario) upon the Closing.
(7)
Excludes 10,000,000 Public Warrants. If the 10,000,000 Public Warrants and 6,000,000 Private Warrants were exercised and converted into Class A ordinary shares, Public Shareholders would hold approximately 30.6%, 28.5%, 20.4%, 15.3%, and 10.2% under the No Redemptions, 10% Redemption, 50% Redemption, 75% Redemption, and Maximum Redemption scenarios, respectively. See “Risk Factors — Risks Related to the Company and the Business Combination — Our Public Shareholders will experience dilution as a consequence of, among other transactions, the issuance of Class A ordinary shares as consideration in the Business Combination and the Private Placement” for additional information related to the risk of dilution to our Public Shareholders.
(8)
Includes 4,300,000 Founder Shares held by the Sponsor and an aggregate of 500,000 Founder Shares held by Magnum Opus’s officers, directors and the chairman of its advisory board. See “Beneficial Ownership of Securities.” Excludes (i) 200,000 Founder Shares that the Sponsor will transfer to Michael Federle, Forbes’ Chief Executive Officer and any member of Forbes’ management as he may designate, immediately following and contingent upon the Closing, as part of a transaction bonus, and (ii) 6,000,000 Private Warrants. If the 10,000,000 Public Warrants and 6,000,000 Private Warrants were exercised and converted into ordinary shares, the holders of Founder Shares would hold approximately 11.0% under the No Redemptions, 10% Redemption, 50% Redemption, 75% Redemption, and Maximum Redemption scenarios, respectively. See “Risk Factors — Risks Related to the Company and the Business Combination — Our Public Shareholders will experience dilution as a consequence of, among other transactions, the issuance of Class A ordinary shares as consideration in the Business Combination and the Private Placement” for additional information related to the risk of dilution to our Public Shareholders.
(9)
Assumes the Private Placement is consummated in accordance with its terms for $400,000,000, and the 40,000,000 Class A ordinary shares to be issued to the PIPE Investors will be re-designated as ordinary shares. Includes 100,000 ordinary shares (based on the assumed price of $10.00 per share) to be issued to satisfy fees related to the Private Placement. See “Proposal No. 1 — The Business Combination Proposal — Certain Engagements in Connection with the Business Combination and the Private Placement.”
 
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No Redemptions(1)
10% Redemption(2)
50% Redemption(3)
75% Redemption(4)
Maximum Redemption(5)
Shares
Value
Per
Share(6)
Shares
Value
Per
Share(6)
Shares
Value
Per
Share(6)
Shares
Value
Per
Share(6)
Shares
Value
Per
Share(6)
Base Scenario(7)
82,090,502 $ 10.00 82,090,502 $ 10.00 82,070,502 $ 10.00 82,050,502 $ 10.00 82,025,502 $ 10.00
Exercising Public Warrants(8)(11)
92,090,502 $ 8.91 92,090,502 $ 8.91 92,070,502 $ 8.91 92,050,502 $ 8.91 92,025,502 $ 8.91
Exercising Private Warrants(9)(11)
88,090,502 $ 9.32 88,090,502 $ 9.32 88,070,502 $ 9.32 88,050,502 $ 9.32 88,025,502 $ 9.32
Exercising Public and Private Warrants(10)(11)
98,090,502 $ 8.37 98,090,502 $ 8.37 98,070,502 $ 8.37 98,050,502 $ 8.37 98,025,502 $ 8.37
(1)
Assumes that no Public Shares are redeemed.
(2)
Assumes that 2,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $20,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
(3)
Assumes that 10,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $100,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
(4)
Assumes that 15,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $150,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
(5)
Assumes that 20,000,000 Public Shares are redeemed for aggregate redemption payments of approximately $200,000,000, assuming a $10.00 per share redemption price and based on funds in the Trust Account as of December 31, 2021. The Business Combination Agreement includes a condition to the Closing that at the Closing having an amount of available cash from the Private Placement and the Trust Account, following payment to Public Shareholders who have validly elected to redeem their shares, of no less than $400,000,000.
(6)
Based on a post-transaction equity value of approximately $820.9 million, $820.9 million, $820.7 million, $820.5 million, and $820.3 million under the No Redemptions, 10% Redemption, 50% Redemption, 75% Redemption, and Maximum Redemption scenarios, respectively.
(7)
Represents the post-Closing share ownership assuming various levels of redemption by Magnum Opus Public Shareholders
(8)
Represents the Base Scenario plus the full exercise of the 10,000,000 Public Warrants.
(9)
Represents the Base Scenario plus the full exercise of the 6,000,000 Private Warrants.
(10)
Represents the Base Scenario plus the full exercise of the 10,000,000 Public Warrants and the 6,000,000 Private Warrants.
(11)
Analysis does not account for exercise prices to be paid in connection with the exercise of warrants.
The deferred underwriting commission, which will not be adjusted on the basis of the number of redemptions by Public Shareholders at the Closing, represents $0.2625 per share issued by Magnum Opus in the IPO, or $5,250,000.
 
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The following table illustrates the effective Deferred underwriting commission on a percentage basis for Public Shares at each redemption level identified below.
(in thousands, except share amounts)
No Redemptions
10% Redemption
50% Redemption
75% Redemption
Maximum
Redemption
Unredeemed public shares
20,000,000 18,000,000 10,000,000 5,000,000
Trust proceeds to Forbes
$ 200,010 $ 180,009 $ 100,005 $ 50,002 $
Deferred underwriting commission
$ 5,250 $ 5,250 $ 5,250 $ 5,250 $ 5,250
Effective deferred underwriting
fee (%)
2.62% 2.92% 5.25% 10.50% %
Effective deferred underwriting
fee per share
$ 0.26 $ 0.29 $ 0.53 $ 1.05 $
Board of Directors of the Company Following the Business Combination
Michael Federle, Jonathan Lin, Jeffrey Yam, Lynne Biggar, Nick Bell, Yu Qian (Bill), Patrick Hillmann, Shelley Y. Simms and Kevin K. Leung have each been nominated to serve as directors of the post-combination company upon completion of the Business Combination. Please see the sections titled “Proposal No. 4 — The Director Election Proposal” and “Management of the Post-Combination Company” for additional information.
Independent Director Oversight
Our Board is composed of a majority of independent directors who are not affiliated with our Sponsor and its affiliates. In connection with the Business Combination, our independent directors, Sammy Hsieh, Alexandre Casin, Dickson Cheng and Johnny Liu, took an active role in evaluating the proposed terms of the Business Combination Agreement, the ancillary agreements and the amendments to our current memorandum and articles of association that will take effect upon the completion of the Business Combination. As part of their evaluation of the Business Combination, our independent directors were aware of the potential conflicts of interest with our Sponsor, officers, directors and their affiliates that could arise with regard to the proposed terms of the (i) Business Combination Agreement; (ii) Private Placement; and (iii) amendments to our current memorandum and articles of association that will take effect upon the completion of the Business Combination. Our independent directors also own Founder Shares, the value of which may be affected by the Business Combination. Our independent directors (other than Mr. Hsieh, whom it had been previously determined would abstain from voting on this matter due to a potential conflict of interest as a result of IWM being one of the major shareholders of iClick Interactive, a company co-founded by Mr. Hsieh that has certain business agreements in place with Forbes) reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving, as members of the Board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination. Please see the sections titled “Proposal No. 1 — The Business Combination Proposal — Independent Director Oversight” and “Beneficial Ownership of Securities.”
Date, Time and Place of Extraordinary General Meeting of our Shareholders
The Extraordinary General Meeting will be held at                 , Eastern Time, on                 , 2022, at           and virtually over the Internet by means of a live audio webcast at https://www.cstproxy.com/magnumopusacquisition/2022, or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the proposals.
Voting Power; Record Date
Only shareholders of record at the close of business on                 , 2022, the record date for the Extraordinary General Meeting, will be entitled to vote at the Extraordinary General Meeting. You are entitled to one vote for each ordinary share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly
 
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counted. On                 , 2022, there were                 Class A ordinary shares outstanding, of which                 were Public Shares, and                 Class B ordinary shares, all of which were held by the Initial Shareholders.
Quorum and Required Vote for Proposals for the Extraordinary General Meeting
A quorum is the minimum number of our ordinary shares that must be present to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if one or more shareholders holding a majority of the issued and outstanding ordinary shares entitled to vote at the meeting are represented at the virtual Extraordinary General Meeting in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not count as present for the purposes of establishing a quorum. Except for the Director Appointment Proposal, which may only be voted by holders of Class B ordinary shares, Class A ordinary shares and Class B ordinary shares are entitled to vote together as a single class on all matters to be considered at the Extraordinary General Meeting. Voting on all resolutions at the Extraordinary General Meeting will be conducted by way of a poll vote. Shareholders will have one vote for each ordinary share owned at the close of business on the record date.
The Business Combination Proposal, the NYSE Proposal, the Director Appointment Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal will require an ordinary resolution under Cayman Islands law and pursuant to our current memorandum and articles of association, being the affirmative vote of shareholders holding a majority of the ordinary shares which are voted on such resolution in person or by proxy at the Extraordinary General Meeting at which a quorum is present. The Charter Approval Proposal will require the affirmative vote of shareholders holding at least two-thirds of the ordinary shares which are voted on such resolution in person or by proxy at the Extraordinary General Meeting at which a quorum is present.
Appraisal Rights under the Cayman Companies Act
Neither our shareholders nor our warrant holders have appraisal or dissenters’ rights in connection with the Business Combination under the Cayman Companies Act. Although under the Cayman Companies Act, shareholders of a Cayman Islands company have dissenters’ rights with respect to a merger, dissenters’ rights are not available under the Cayman Companies Act if the transaction is not a Cayman Islands statutory merger but structured as a share acquisition as is proposed under the Business Combination.
Our Board’s Reasons for the Approval of the Business Combination
The Board, in evaluating the transaction with Forbes, consulted with its legal counsel and financial and other advisors. In reaching its decision (i) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable, fair to and in the best interests of, the Company and its shareholders, and (ii) to recommend that the shareholders approve the transactions contemplated by the Business Combination Agreement, including the Business Combination, the Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below.
Before reaching its decision, the Board reviewed the results of management’s due diligence, which included:

research on industry trends, competitive landscape and other industry factors;

extensive meetings and calls with Forbes’ management team and representatives regarding operations, major customer and financial prospects, among other customary due diligence matters;

review of Forbes’ material business contracts and certain other legal and commercial diligence;

review of Forbes’ business model and historical financial statements, among other financial information; and

reports related to tax, financial and legal diligence prepared by external advisors.
In light of the wide variety of factors considered in connection with its evaluation of the Business Combination Agreement and the transactions contemplated thereby, the Board did not consider it practicable
 
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to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that the Board considered in reaching its determination and supporting its decision. The Board viewed its decision as being based on all of the information available and the factors presented to and considered by the Board. In addition, individual directors may have given different weight to different factors. The Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the following reasons. This explanation of the Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”
The Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

Forbes’ Brand.    The Board considered the 104-year history and strength of the Forbes brand, which reaches more than 150 million people worldwide through its trusted journalism, signature LIVE events, custom marketing programs and 46 licensed local editions covering 77 countries, and extends to real estate, education and financial services license agreements.

Business Opportunities.    The Board considered Forbes’ opportunities for future growth, particularly in the consumer business segment and by capitalizing upon the strength of its editorial team, including opportunities for international expansion, vertical expansion and opportunities for extending across adjacent verticals and potential M&A opportunities.

Public Market Readiness.    The Board considered the digital transformation of Forbes away from print magazine to online and branded recurring revenue streams, combined with proprietary cache of data on over 1 billion unique global users, as creating the optimal inflection point to enter the public markets and embark on the next stage of growth to fully realize the brand’s potential. The Board considered that Forbes was poised to drive a user conversion story empowered by its strong brand, digital footprint and proprietary data.

Attractive Valuation.    The Board concluded that the valuation of Forbes reflects an attractive valuation relative to comparable companies.

Strong Existing Management Team.    The Board considered that Forbes’ existing management team of industry veterans, all of whom have been instrumental in Forbes’ digital transformation and recent record business results, will continue to manage the post-combination company under the leadership of Michael Federle, Chief Executive Officer.

Due Diligence.    The Company conducted a due diligence review of Forbes and its business, including review of relevant documentation and discussions with Forbes’ management and the Company’s financial, legal and other advisors. Through the Company’s detailed due diligence investigation, the Board and management had knowledge of, and were familiar with, Forbes’ business and financial condition, licensing practices and material business relationships.

Other Alternatives.    Having reviewed other potential business combination opportunities available to the Company, the Board believes that the Business Combination presents the most attractive business combination opportunity available to the Company based on the process it utilized to evaluate such other potential business combination opportunities and the belief that such process has not yielded more attractive alternatives, taking into account the potential risks, rewards and uncertainties associated with potential alternatives.

Negotiated Transaction.    The financial and other terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including each party’s representations, warranties and covenants, the conditions to each party’s obligations and the termination provisions, were the product of arm’s-length negotiations between the Company, Forbes and the Sellers, and the Board believes that such terms are reasonable and fair to the Company’s shareholders.

Committed Equity Investment.    An aggregate of $400 million of private capital has been committed in the Private Placement, which indicates confidence and support for the Business Combination from third party investors.
 
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Independent Directors’ Role.    The Board is comprised of a majority of independent directors who are not affiliated with the Sponsor or its affiliates. The independent directors (other than Mr. Hsieh, who it had previously determined that he would abstain from voting on this matter) evaluated and approved, as members of the Board, the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination.
In the course of its deliberations, the Board also considered a variety of risks and uncertainties relevant to the transaction, including, among others, the following:

Benefits Not Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

COVID-19.    Uncertainties regarding the potential impact of the COVID-19 pandemic and related economic disruption on Forbes’ business and operations.

Termination Date.    The risk that the Business Combination may not be consummated by May 31, 2022, upon the occurrence of which the Sellers or the Company may terminate the Business Combination Agreement; provided that the right to terminate is not available to a party where the failure of the Closing to occur on or before such date is caused by a failure of such party to perform and comply in all material respects with its covenants and agreements that are required to be performed or complied with at or prior to the Closing.

Liquidation of the Company.    The risks and costs to the Company if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in the Company being unable to effect a business combination by March 25, 2023, and force the Company to liquidate and the Warrants to expire worthless.

Exclusivity.    The fact that the Business Combination Agreement includes an exclusivity provision that prohibits the Company from soliciting other business combination proposals, which restricts the Company’s ability to consider other potential business combinations to complete prior to the termination of the Business Combination Agreement by its terms or the completion of the Business Combination.

No Survival of Remedies for Breach of Representations, Warranties or Covenants of Forbes and Sellers.    The risk that the Company will not have any surviving remedies against Forbes or the Sellers after the Closing to recover for losses as a result of any inaccuracies or breaches of representations, warranties or covenants of Forbes and the Sellers set forth in the Business Combination Agreement (except for representations by the Sellers regarding title of the sold shares). As a result, following the Closing, the Company’s shareholders will not have the ability to recover for the amount of any damages resulting from a breach of the Sellers’ representations, warranties or covenants set forth in the Business Combination Agreement. The Board determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms.

Shareholder Vote.    The risk that the Company’s shareholders may fail to provide the respective votes necessary to complete the Business Combination.

Redemptions.    The risk that the Company’s Public Shareholders may redeem their public shares for cash in connection with the Business Combination and the Sellers’ ability to not consummate the Business Combination if the amount of cash remaining in the Trust Account following redemptions and the proceeds of the Private Placement does not equal or exceed $400,000,000 in the aggregate.

Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within the Company’s control. Furthermore, the Company will be required to consummate the Business Combination regardless of Forbes’ performance or other developments that occur prior to the Closing, unless a material adverse effect of Forbes has occurred. Therefore, the Company’s shareholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition of Forbes
 
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prior to the Closing without any ability to reduce the amount of cash to be paid or the number of shares to be issued in the Business Combination or the ability to terminate the Business Combination Agreement.

Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

Other Risks.    Various other risks associated with the Business Combination, the business of the Company and the business of Forbes described under “Risk Factors.”
In addition to considering the factors described above, the Board also considered:

Interests of Certain Persons.    Our Sponsor, officers and directors may have interests in the Business Combination that are in addition to, and that are different from, the interests of the Company’s shareholders (see “— Interests of Certain Persons in the Business Combination”). Our independent directors (other than Mr. Hsieh, whom it had been previously determined would abstain from voting on this matter due to a potential conflict of interest as a result of IWM being one of the major shareholders of iClick Interactive, a company co-founded by Mr. Hsieh that has certain business agreements in place with Forbes) reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving, as members of the Board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination.
The Board concluded that the potential benefits that it expected the Company and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board determined that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, the Company and its shareholders.
Interests of Certain Persons in the Business Combination
In considering the recommendation of the Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor, directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally, which could cause them to benefit from and incentivize them to pursue a business combination with a less favorable target company or on terms less favorable to non-redeeming shareholders rather than liquidate. Our directors (other than Sammy Hsieh, our independent director, whom it had been previously determined would abstain from voting on this matter due to a potential conflict of interest described below) were aware of and considered these interests, among other matters, in evaluating the Business Combination and did not believe that such interests would preclude them from approving the Business Combination or from recommending the Business Combination to shareholders, considering that these interests would be disclosed in this proxy statement. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the fact that IWM is one of the major shareholders of iClick Interactive, a company co-founded by Mr. Hsieh that has certain business agreements in place with Forbes;

the fact that our Sponsor, officers, directors and the chairman of our advisory board paid an aggregate of $25,000 for 5,000,000 Founder Shares, which will have a significantly higher value at the time of the Business Combination but will become worthless if a business combination is not consummated by March 25, 2023. Based on the average of the high 9.95 and low 9.90 prices for the Public Shares on the NYSE on January 25, 2022, the value of the Founder Shares would be $49,625,000;

the fact that our Sponsor paid an aggregate of approximately $6,000,000 for its 6,000,000 Private Warrants to purchase Class A ordinary shares and that such Private Warrants will expire worthless if a business combination is not consummated by March 25, 2023. Based on the average of the high 0.88 and low 0.87 prices for the Public Warrants on the NYSE on January 25, 2022, the value of the Private Warrants would be $5,250,000;
 
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the fact that, given the differential in the purchase price that our Sponsor, officers, directors and the chairman of our advisory board paid for the Founder Shares and the purchase price that the Sponsor paid for the Private Warrants as compared to the price of the Public Shares and Public Warrants and the substantial number of Class A ordinary shares that the Sponsor and these individuals will receive upon conversion of the Founder Shares and Private Warrants, the Sponsor and these individuals can earn a positive return on their investment, even if Public Shareholders have a negative return on their investment;

the fact that our Sponsor, officers, directors and the chairman of our advisory board have agreed not to redeem any ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

the fact that our Sponsor, officers, directors and the chairman of our advisory board will lose their entire investment in us if an initial business combination is not consummated by March 25, 2023. Our Sponsor, officers and directors and their affiliates have not incurred any out-of-pocket fees and expenses in relation to our initial business combination since the IPO;

the fact that our Sponsor, officers, directors and the chairman of our advisory board have agreed to waive their rights to liquidating distributions from the Trust Account with respect to Founder Shares held by them if we fail to complete an initial business combination by March 25, 2023;

the continued right of our Sponsor to hold the Private Warrants and ordinary shares to be issued upon exercise of the Private Warrants following the Business Combination, subject to certain lock-up periods;

in the event of the liquidation of the Trust Account upon the failure of the Company to consummate a business combination by March 25, 2023, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per-public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into a written letter of intent, confidentiality or other similar agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, provided that such indemnification will not apply to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act;

the continued indemnification of some of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination;

the fact that we have entered into an investor rights agreement with our Sponsor, officers, directors and the chairman of our advisory board, which provides for registration rights to them and their permitted transferees; and

the fact that, Jonathan Lin, our Chairman of the Board, Director and Chief Executive Officer and the holder of 100% of the voting securities of the Sponsor, will be a member of the New Forbes Board following the Closing and, therefore, in the future Mr. Lin could receive cash fees, share options or share-based awards that the board of directors of the post-combination company determines to pay to its non-executive directors.
Anticipated Accounting Treatment
For a discussion summarizing the anticipated accounting treatment of the Business Combination, please see “Anticipated Accounting Treatment.”
Certain Material U.S. Federal Income Tax Considerations
For a description of certain material U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of Class A ordinary shares and the ownership and disposition of Class A ordinary shares, please see “Certain Material U.S. Federal Income Tax Considerations” beginning on page 249.
 
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Emerging Growth Company
Following the Business Combination, we will remain an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have selected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the post-combination company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO, (b) in which our total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the post-combination company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to the term “emerging growth company” have the meaning associated with it in the JOBS Act.
Regulatory Matters
Hart-Scott-Rodino Antitrust Improvement Act
The Business Combination is not subject to any U.S. federal or state regulatory requirement or approval, except for approval under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the “HSR Act”) and the filings with the Cayman Islands Registrar of Companies necessary to effectuate the Business Combination in accordance with the Cayman Companies Act.
Completion of the Business Combination is subject to approval under the HSR Act. Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. On October 13, 2021, the Company and Forbes filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC. The waiting period expired on November 12, 2021.
At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the Antitrust Division, the
 
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FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.
None of the Company or Forbes are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Regulations Regarding the Initial Business Combination and Related Issuance of Securities
Magnum Opus’s operational activities since its inception have consisted solely of organizational activities necessary to prepare for the IPO, identifying a target for its business combination, and activities in connection with the Business Combination. None of these activities have been subject to any restrictions under any laws or regulations of the Hong Kong Special Administrative Region of the People’s Republic of China (the “HKSAR”) or the People’s Republic of China (the “PRC”). As of the date of this proxy statement, there is no law or regulation in the HKSAR or the PRC that explicitly requires Magnum Opus to obtain any permission or approval from any Chinese governmental authorities in order to conduct its business, pursue and consummate an initial business combination and issue securities in connection with an initial business combination, including to PIPE investors.
On December 24, 2021, the China Securities Regulatory Commission (the “CSRC”) released the draft Administrative Provisions on the Offshore Listing and Securities Issuance of PRC-Based Companies and the draft Administrative Measures on the Filing of Offshore Listing and Securities Issuance of PRC-Based Companies for public comments through January 23, 2022 (collectively, the “CSRC Draft Rules”). Under the CSRC Draft Rules, PRC issuers that intend to list or offer securities on a foreign stock exchange through direct offshore listing (i.e., the listing of a PRC-incorporated company) or indirect offshore listing (i.e., the listing of an overseas company that meets the following conditions: (a) more than 50% of the revenue, profit, gross assets or net assets of the issuer in the last fiscal year originated from a PRC-incorporated company or companies, and (b) a majority of the issuer’s senior executives in charge of its business operations are PRC citizens or habitually reside in mainland China and the issuer’s business operations are mainly conducted or located in the PRC) shall complete a filing with the CSRC within three business days upon the issuer’s initial public filing of its listing application documents with the foreign stock exchange. Because all of Magnum Opus’s assets are placed in a trust account in the United States and less than a majority of its executive officers are PRC citizens or habitually reside in mainland China, Magnum Opus does not believe that the CSRC Draft Rules are applicable to the Business Combination. However, it is uncertain in what form, and when, the CSRC Draft Rules will be enacted. In addition, on December 28, 2021, the PRC government promulgated the amended Cybersecurity Review Measures (the “Cybersecurity Review Measures”), which came into effect on February 15, 2022. According to the Cybersecurity Review Measures, (i) internet platform operators holding personal information of more than one million users and seeking to have their securities list on a stock exchange in a foreign country shall file for cybersecurity review with the Cybersecurity Review Office before the listing, and (ii) critical information infrastructure operators that purchase network products and services and internet platform operators that conduct data processing activities shall be subject to cybersecurity review in accordance with the 2022 Cybersecurity Review Measures if such activities affect or may affect China’s national security. Because neither Magnum Opus nor Forbes is a PRC-incorporated internet platform operator holding personal information of more than one million users, a critical information infrastructure operator that purchases network products and services that affect or may affect China’s national security, or an internet platform operator that conducts data processing activities that affect or may affect China’s national security, Magnum Opus and Forbes do not believe that the Cybersecurity Review Measures are applicable to the Business Combination.
However, because Magnum Opus’s executive offices are located in Hong Kong, it faces legal, operational, regulatory and enforcement risks relating to its operations in Hong Kong, which primarily arise from the following: (i) PRC governmental authorities have significant oversight and control over the ability of companies based in mainland China or Hong Kong to offer securities to, and accept investment from, foreign investors and may exert more control over offerings conducted overseas by, and foreign investment
 
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in, companies based in mainland China or Hong Kong; (ii) PRC governmental authorities may seek to intervene or influence such companies’ operations at any time that the government deems appropriate to further its regulatory, political and societal goals; (iii) PRC governmental authorities may seek to place restrictions or limitations on cash flows to or from companies based in mainland China or Hong Kong; (iv) the complex and evolving nature of the PRC legal system; (v) PRC laws and regulations can change quickly with limited advance notice; and (vi) uncertainties and inconsistencies regarding the interpretation and enforcement of PRC laws and regulations.
As such, there is no assurance that Magnum Opus’s operations or its ability to consummate an initial business combination or issue securities to foreign investors will not be adversely affected by changes in the laws or regulations of the HKSAR or the PRC, or their interpretations, or any new laws or regulations that may be adopted in the future. Any such adverse regulatory development or any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in companies based in mainland China or Hong Kong could (i) result in a material adverse change in Magnum Opus’s operations; (ii) delay the consummation of an initial business combination and significantly limit or completely hinder its ability to offer securities to, or accept investment from, foreign investors, including the PIPE Investors, if it is required to obtain permission or approval in order to consummate an initial business combination or issue securities in connection with an initial business combination but is unable to do so in a timely manner; and (iii) cause it to fail to consummate an initial business combination, issue securities in connection with an initial business combination, including to the PIPE Investors, or maintain listing on the NYSE and become subject to fines and penalties, if permission or approval is required but it is unable to obtain such permission or approval, all of which could cause the value of all or any of Magnum Opus’s outstanding securities or securities that it may issue in the future to decline significantly or become worthless. If Magnum Opus consummated an initial business combination without having obtained the permission or approval that Chinese governmental authorities deem to be necessary, Magnum Opus may be subsequently required to obtain such permission or approval and, in extreme cases, become subject to fines and penalties, the details of which are unknown as currently no such permission or approval is required. In extreme cases where such permission or approval is retroactively required due to changes in laws and regulations, or their interpretations, or the adoption of new laws and regulations, Magnum Opus may also be required to unwind the business combination. For a more detailed description of related risks, see “Risk Factors — Risks Related to Laws and Regulations in China — The permission or approval of Chinese governmental authorities may be required in connection with the Business Combination or issuance of securities to foreign investors.”
Regulations on Forbes’ Operations in Mainland China and Hong Kong
Forbes Venture Investments Limited, a wholly-owned British Virgin Islands subsidiary of Forbes, owns a 30% interest in Energetic Force Investments Limited, a joint venture based in Hong Kong and organized under the laws of the BVI (the “Joint Venture”). The Joint Venture operates a media and networking business in China through a wholly owned subsidiary incorporated under the laws of the PRC (the “PRC Entity”). The Joint Venture primarily engages in hosting of conferences and events in mainland China and the creation and distribution of content via forbeschina.com and Forbes China magazine, both of which are hosted and published in Hong Kong. The PRC Entity is not profitable, and Forbes does not report any revenue generated by the Joint Venture as part of its revenues. Forbes’ share of the Joint Venture’s loss represented less than 1% of its other income (expense), net for the year ended December 31, 2021. Furthermore, Forbes has two operating subsidiaries in Hong Kong: Forbes IP (HK) Limited and Forbes Business Development Limited (HK). Forbes IP (HK) Limited holds the right to license to third parties the right to use the Forbes name solely outside of the United States and regularly enters into these licenses in the ordinary course of business. Forbes IP (HK) Limited’s sole source of revenue is the collection of fees and royalties associated with such licenses. Forbes IP (HK) Limited does not have any employees and does not contribute material revenue to the overall business of Forbes and its subsidiaries. Forbes Business Development Limited (HK) conducts digital editorial and sales operations for Forbes Media Asia Pte. Ltd. (“Forbes Asia”), a Singapore subsidiary of Forbes that is engaged in publishing the Forbes Asia magazine and producing events in Pan-Asia. Forbes Business Development Limited (HK) has seven employees based in Hong Kong, incurs operating expenses that are not material to Forbes and its subsidiaries and does not generate any revenue. In addition, FGH, an intermediate holding company and a wholly-owned subsidiary of IWM, the sole business of which is to own 95% of the share capital of Forbes, currently has its mailing address in Hong Kong. Following
 
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the Closing, FGH will have its mailing address in Jersey City, New Jersey. FGH does not currently, and following the Closing, will not, hold any assets or have any bank accounts in Hong Kong or the PRC.
The Joint Venture, its PRC subsidiary and Forbes’ Hong Kong subsidiaries currently face, and will continue to face, the aforementioned legal, operational, regulatory and enforcement risks relating to their operations in mainland China and Hong Kong, including the China-Related Risks, which could have a material adverse impact on these business operations in mainland China and Hong Kong and adversely affect Forbes’ results of operations and financial condition before and after the Business Combination. The Joint Venture’s and the PRC Entity’s business operations in mainland China are subject to various laws and regulations of the PRC that are generally applicable to companies that conduct business in mainland China, including with respect to intellectual property protection, data privacy, taxation, media laws and employment. The business operations of the Joint Venture and Forbes’ two Hong Kong subsidiaries in Hong Kong are subject to laws and regulations of Hong Kong that are generally applicable to companies that conduct business or have executive offices in Hong Kong, including with respect to intellectual property protection, data privacy, taxation, media laws and employment. Each of the Joint Venture, the PRC Entity, Forbes IP (HK) Limited and Forbes Business Development Limited (HK) holds the requisite business license, and no other permission or approval is required from any PRC or HKSAR regulatory authority as of the date of this proxy statement. No such license or permission is required of FGH or Magnum Opus. In addition, the PRC Entity’s ability to pay dividends to the Joint Venture before and after the Business Combination is subject to restrictions or requirements of PRC governmental authorities detailed in the section below, and a withholding tax, at the rate of 10% or lower, is also payable by the PRC Entity upon dividend remittance.
We do not believe that the Joint Venture’s operations in mainland China and Hong Kong, Forbes’ operations in Hong Kong or Magnum Opus’s operations in Hong Kong will have any adverse impact on the parties’ ability to consummate the Business Combination and list or continue to list securities on the NYSE or another U.S. stock exchange after the Closing, nor do we believe that these business operations are, or will be, subject to any enhanced regulatory scrutiny in connection with PRC governmental authorities’ recently issued statements and instituted regulatory actions in areas such as cybersecurity, data privacy, anti-monopoly and the use of variable interest entities. However, while these business operations are not currently subject to any adverse regulatory actions (other than the restrictions on intracompany transfers described below), there is no assurance that the PRC or HKSAR governmental authorities will not, in the future, release regulations or policies that could adversely affect such operations or seek to intervene or influence such operations at any time, considering the government authorities’ significant oversight and discretion, which could result in a material adverse change in the business operations of the PRC Entity, the Joint Venture, Forbes’ Hong Kong subsidiaries and/or Magnum Opus and an adverse impact on Forbes’ results of operations and financial condition before and after the Business Combination. In addition, as a foreign invested enterprise, the PRC Entity is subject to greater regulatory scrutiny than purely domestic PRC companies, and its ability to accept foreign investment may be significantly limited or completely hindered. If the business operations of the PRC Entity, the Joint Venture or Forbes’ Hong Kong subsidiaries were to become adversely affected by any new laws or regulations or new interpretations of existing laws and regulations, Forbes’ results of operations could also be adversely affected before and after the Business Combination. Any actions by PRC governmental authorities to intervene or influence the business operations of Magnum Opus could have a material adverse impact on its business operations and ability to consummate the Business Combination.
Furthermore, while Forbes believes that the PRC laws and regulations do not apply to Forbes’ or the Joint Venture’s Hong Kong businesses, and the PRC government does not currently exert direct influence or intervention over the manner in which Forbes or the Joint Venture conducts its business in Hong Kong, there can be no assurance that Forbes’ or the Joint Venture’s business in Hong Kong will not be subject to such direct influence or intervention in the future by the PRC government due to changes in laws or other unforeseeable reasons. For a more detailed description of related risks, see “Risk Factors — Risks Related to Laws and Regulations in China — PRC governmental authorities’ significant oversight and discretion over the business operations of Forbes’ joint venture in mainland China and potential oversight and discretion over certain of Forbes’ business operations located in Hong Kong could adversely affect Forbes’ or its joint venture’s business, financial condition and results of operations before and after the Business
 
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Combination, and PRC governmental authorities’ potential oversight and discretion over Magnum Opus could adversely affect its business operations.”
Regulations on Funds Transfer and Foreign Exchange
From time to time Forbes may transfer funds through the Forbes corporate structure, including from and among the Joint Venture, Forbes’ Hong Kong subsidiaries and other intermediate holding companies. Such transfers may take the form of intercompany capital contributions, loans, dividends, capital reductions and the repayment of loans. Other than with respect to foreign currency loans or capital contributions from the Joint Venture to the PRC Entity or dividends from the PRC Entity to the Joint Venture, there are no restrictions on foreign exchange to or from any entity within the Forbes corporate structure. The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and the remittance of currencies out of China to foreign entities or investors. Under the existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange as long as certain procedural requirements related to foreign exchange control are met, although the PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions, while approval from appropriate government authorities is also required if Renminbi is converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. In addition, PRC-incorporated companies may only pay dividends out of their accumulated after-tax profits upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with PRC accounting standards and regulations after having set aside at least 10% of their after-tax profits each year, if any, to fund a statutory reserve fund until the total amount set aside reaches 50% of the registered capital. The ability of the PRC Entity to pay dividends to the Joint Venture before and after the Business Combination is subject to such restrictions, although such distributions have not historically been made and are not expected to be made in the near term given that the company is not profitable. Furthermore, foreign currency loans or capital contributions, e.g., loans or capital contributions to the PRC Entity from the Joint Venture or other offshore entities in foreign currencies, are subject to statutory limits and must be registered with competent authorities. The HKSAR government has not issued similar laws or regulations for companies that are incorporated in or conduct businesses in Hong Kong. Other than the above, there is no regulatory oversight by authorities in the PRC or the HKSAR over the flow of funds among the Company, Forbes, or their respective subsidiaries, or any distributions or dividends to their investors as of the date of this proxy statement, and we do not expect there will be such regulatory oversight before or after the Business Combination.
Because (i) all of Magnum Opus’s assets are placed in a trust account in the United States; (ii) there are no cash flows associated with the Business Combination that will flow through mainland China to the knowledge of Magnum Opus; (iii) at the Closing, the proceeds of the Business Combination will be paid to accounts outside mainland China; and (iv) the HKSAR government has not issued similar regulations for Cayman Islands companies with executive offices in Hong Kong, the cash flows associated with the Business Combination are not subject to any PRC laws or regulations and PRC laws and regulations will not adversely affect shareholders’ redemption rights.
Laws and Regulations Related to PCAOB Inspection
On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the Holding Foreign Companies Accountable Act (the “HFCAA”), pursuant to which the SEC will (i) identify an issuer as a “Commission-Identified Issuer” if the issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the Public Company Accounting Oversight Board (the “PCAOB”) has determined it is unable to inspect or investigate completely because of the position taken by the authority in the foreign jurisdiction and (ii) impose a trading prohibition on the issuer after it is identified as a Commission-Identified Issuer for three consecutive years. The Accelerating Holding Foreign Companies Accountable Act, which was passed by the U.S. Senate in June 2021 (the “AHFCAA”), if enacted, would shorten the three-consecutive-year compliance period under the HFCAA to two consecutive years and, as a result, reduce the time before the trading prohibition against or delisting of such issuer’s securities.
 
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Marcum LLP (“Marcum”), Magnum Opus’s auditor, and Grant Thornton LLP (“Grant Thornton”), which is Forbes’ current auditor and is expected to be the auditor of the post-combination company, are both headquartered in the United States and therefore are not included in the determinations announced by the PCAOB on December 16, 2021, which set out a list of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong that the PCAOB is unable to inspect or investigate completely because of positions taken by local authorities. As such, Magnum Opus does not expect that the HFCAA and related regulations will have any adverse impact on it or the post-combination company. However, if it is later determined that the PCAOB is unable to inspect or investigate completely Marcum or Grant Thornton because of a position taken by an authority in a foreign jurisdiction, or if the post-combination company were to engage an auditor headquartered in mainland China and Hong Kong, and the PCAOB is unable to inspect such auditor for three consecutive years, or two consecutive years if the AHFCAA is enacted, after the post-combination company is identified by the SEC as a Commission-Identified Issuer, then the trading of the post-combination company’s securities will be prohibited and delisted under the HFCAA. The delisting of such securities, or the threat of such securities being delisted, may cause their value to decline significantly or become worthless. For a more detailed description of related risks, see “Risk Factors — Risks Related to Laws and Regulations in China — Although the audit reports included in this proxy statement are prepared by auditors who are currently inspected fully by the PCAOB , there is no assurance that future audit reports will be prepared by auditors that are completely inspected by the PCAOB. The securities of Magnum Opus or the post-combination company may be delisted under the HFCAA if the PCAOB is unable to inspect its auditors for three consecutive years after it is identified by the SEC as a Commission-Identified Issuer, or two consecutive years if the AHFCAA is enacted. The delisting of these securities, or the threat of these securities being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives investors of the benefits of such inspections.”
Summary Risk Factors
You should consider all the information contained in this proxy statement in deciding how to vote for the proposals presented in this proxy statement. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 50. Such risks include, but are not limited to:
Risks Related to Forbes

Forbes’ brand and reputation are key assets of Forbes, and negative perceptions or publicity could adversely affect its business, financial condition and results of operations.

Negative media coverage may affect Forbes’ brand loyalty and adversely impact its ability to generate revenue.

Forbes faces significant competition in all aspects of our business.

Forbes may not be able to successfully implement its anticipated growth strategies.

Forbes may require additional capital to support its operations or the growth of its business, and Forbes cannot be certain that this capital will be available on reasonable terms when required, or at all.

Forbes’ management has limited experience in operating a public company.

In pursuing selective acquisitions, Forbes may incur various costs and liabilities and may never realize the anticipated benefits of the acquisitions.

Political and economic conditions in a variety of markets around the world could have an adverse effect on Forbes’ business, financial condition or results of operations.

If we fail to expand effectively into new markets, our revenue and business will be adversely affected.

The COVID-19 pandemic had and could continue to have an impact on Forbes’ business, its operations, and the markets and communities in which Forbes, its partners, and its customers operate.

Forbes derives a significant portion of its revenue from advertising products and its relationships with advertising partners.
 
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Forbes’ advertising revenues are affected by external factors, including economic conditions, market dynamics and audience fragmentation.

The digital advertising market is evolving, which can affect Forbes’ advertising revenues and require Forbes to quickly adapt to digital advertising trends.

The levels of Forbes’ website and digital content traffic and engagement with its brands and digital content are critical to its success.

Forbes derives a significant portion of its digital content and website traffic from third-party platforms.

Forbes’ digital content and website traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, streaming tools, networks and standards that Forbes does not control.

Print circulation and advertisement revenues have declined in recent years and such revenues may continue to decline.

The failure of licensees to adequately produce, market, import and sell products bearing Forbes’ trademarks in their license categories, continue their operations, renew their license agreements or pay their obligations under their license agreements could result in a decline in the results of operations of Forbes’ business.

The actions of licensees using the Forbes brand name may harm the Forbes brand and reputation, and may result in increased costs to Forbes business.

Forbes’ events and conferences business is susceptible to numerous external risks that may cause its events to be cancelled or delayed, including changes in consumer preferences, poor weather, personal injuries or accidents, which may adversely affect sponsorship or attendance levels.

A failure to continue to retain and grow Forbes’ subscriber base could adversely affect its results of operations and business.

Security breaches and other network and information systems disruptions could affect Forbes’ ability to conduct its business effectively and damage its reputation.

The loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm Forbes’ business.
Risks Related to Legal and Regulatory Matters

Forbes’ intellectual property rights are valuable, and any inability to protect them could reduce the value of its content, services and brand.

Forbes may become party to intellectual property rights claims that are expensive and time consuming to defend, and, if resolved adversely, could have a significant impact on its business, financial condition or operating results.

From time to time, Forbes may be subject to legal proceedings, regulatory disputes, and governmental investigations that could cause Forbes to incur significant expenses, divert management’s attention, and materially harm Forbes’ business, financial condition, and operating results.
Risks Related to Laws and Regulations in China

PRC governmental authorities have significant oversight and discretion over the business operations of Forbes’ joint venture in mainland China and could seek to intervene or influence such operations at any time. In addition, PRC governmental authorities could potentially have oversight and discretion over Magnum Opus and certain of Forbes’ business operations located in Hong Kong. See “Risk Factors — Risks Related to Laws and Regulations in China — PRC governmental authorities’ significant oversight and discretion over the business operations of Forbes’ joint venture in mainland China and potential oversight and discretion over certain of Forbes’ business operations located in
 
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Hong Kong could adversely affect Forbes’ or its joint venture’s business, financial condition and results of operations before and after the Business Combination, and PRC governmental authorities’ potential oversight and discretion over Magnum Opus could adversely affect its business operations.”

PRC laws and regulations can change quickly with limited advance notice, and there are significant uncertainties and inconsistencies regarding the interpretation and enforcement of PRC laws and regulations. See “Risk Factors — Risks Related to Laws and Regulations in China — The PRC legal system is evolving rapidly, and the interpretation and enforcement of PRC laws and regulations involve significant uncertainties.”

While there is no law or regulation in the HKSAR or the PRC as of the date of this proxy statement that explicitly requires Magnum Opus to obtain any permission or approval from any Chinese governmental authorities in order to conduct its business, pursue and consummate an initial business combination and issue securities in connection with an initial business combination, including to the PIPE Investors, adverse regulatory development or any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in companies based in mainland China and Hong Kong could (i) result in a material adverse change in Magnum Opus’s operations; (ii) delay or prevent the consummation of the Business Combination and significantly limit or completely hinder its ability to offer securities to, or accept investment from, foreign investors, including the PIPE Investors, if it is required to obtain permission or approval in order to consummate the Business Combination or issue securities in connection with the Business Combination but is unable to do so in a timely manner; and (iii) cause it to fail to consummate the Business Combination, issue securities in connection with the Business Combination, including to the PIPE Investors, or maintain listing on the NYSE and become subject to fines and penalties, if permission or approval is required but it is unable to obtain such permission or approval, all of which could cause the value of all or any of Magnum Opus’ outstanding securities or securities that it may issue in the future to decline significantly or become worthless. See “Risk Factors — Risks Related to Laws and Regulations in China — The permission or approval of Chinese governmental authorities may be required in connection with the Business Combination or issuance of securities to foreign investors.”

If the PCAOB is unable to inspect or investigate completely the auditors of Magnum Opus or the post-combination company, the securities of Magnum Opus or the post-combination company may be subject to trading prohibitions and delisting. See “Risk Factors — Risks Related to Laws and Regulations in China — Although the audit reports included in this proxy statement are prepared by auditors who are currently inspected fully by the PCAOB, there is no assurance that future audit reports will be prepared by auditors that are completely inspected by the PCAOB. The securities of Magnum Opus or the post-combination company may be delisted under the HFCAA if the PCAOB is unable to inspect its auditors for three consecutive years after it is identified by the SEC as a Commission-Identified Issuer, or two consecutive years if the AHFCAA is enacted. The delisting of these securities, or the threat of these securities being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives investors of the benefits of such inspections.”
Risks Related to the Company and the Business Combination

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an IPO and may create risks for our unaffiliated investors.

The Business Combination remains subject to conditions that we cannot control, and if such conditions are not satisfied or otherwise waived, the Business Combination may not be consummated.

Our Sponsor, directors and officers have interests in the Business Combination that are different from, or are in addition to, the interests of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement.

The Board did not obtain a third-party fairness opinion in determining whether or not to proceed with the Business Combination.
 
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Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Our Public Shareholders will experience dilution as a consequence of, among other transactions, the issuance of Class A ordinary shares as consideration in the Business Combination and the Private Placement.

Our issuance of additional share capital in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other shareholders.

There can be no assurance that we will be able to comply with the continued listing standards of the NYSE, or that the ordinary shares of the post-combination company will be approved for listing on the NYSE.

A market for our securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities.

The price of our securities may be volatile, and the value of our securities may decline.

Future resales of ordinary shares issued in connection with the Business Combination may cause the market price of our securities to drop significantly.

We do not intend to pay dividends for the foreseeable future, and as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our securities.

Subsequent to the completion of the Business Combination, the post-combination company may be required to take write-downs or write-offs, restructure its operations and incur impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

The projections and forecasts presented in this proxy statement may not be an indication of the actual results of the Business Combination or Forbes’ future results.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

Our internal controls over financial reporting are not effective, which could have a significant and adverse effect on our business and reputation.
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF THE COMPANY
Magnum Opus is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Business Combination.
The summary historical financial information of Magnum Opus for the period from January 22, 2021 (Inception) through December 31, 2021 was derived from the audited financial statements of Magnum Opus included elsewhere in this proxy statement.
This information is only a summary and should be read in conjunction with Magnum Opus’s consolidated financial statements and related notes and the sections entitled “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement. The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of Magnum Opus.
As of December 31, 2021
(in thousands)
Balance Sheet Data:
Cash
$ 483
Investments held in Trust Account
$ 200,010
Total assets
$ 200,593
Total liabilities
$ 26,662
Class A ordinary shares subject to possible redemption
$ 200,000
Total shareholders’ deficit
$ (26,069)
For the period from
January 22, 2021
(inception) through
December 31, 2021
(in thousands, except
share and per share
amounts)
Statement of Operations Data:
Loss from operations
$ (4,962)
Change in fair value of warrant liabilities
$ 7,140
Interest income on Trust Account
$ 10
Net loss
$ (692)
Basic and diluted weighted average shares outstanding, Class A ordinary shares
16,384,840
Basic and diluted net earnings per share, Class A ordinary shares
$ (0.03)
Basic and diluted weighted average shares outstanding, Class B ordinary shares
4,941,691
Basic and diluted net earnings per share, Class B ordinary shares
$ (0.03)
Statement of Cash Flows Data:
Net cash used in operating activities
$ (1,072)
Net cash used in investing activities
$ (200,000)
Net cash provided by financing activities
$ 201,555
 
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF FORBES
The following summary historical financial information is being provided below to assist you in your analysis of the financial aspects of the Business Combination.
The summary historical consolidated statement of operations for the years ended December 31, 2021, 2020 and 2019 and the summary consolidated balance sheet information as of December 31, 2021, 2020 and 2019 have been derived from FGH’s audited consolidated financial statements, which are included elsewhere in this proxy statement. The summary historical consolidated statement of operations. Forbes’ historical results for any prior period are not necessarily indicative of results expected in any future period.
This information is only a summary and should be read in conjunction with FGH’s consolidated financial statements and related notes and the sections entitled “Forbes’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement.
Summary Consolidated Statements of Operations Data
Years Ended
December 31,
2021
2020
2019
($, in thousands)
Revenues
259,149
184,853
210,628
Operating costs:
Cost of revenue (excluding depreciation and amortization)
112,334 85,935 105,815
Sales and marketing
31,273 24,070 30,053
Product development
22,393 17,703 13,705
General and administrative
45,314 32,496 33,802
Depreciation and amortization
14,771 14,179 13,943
Goodwill impairment charge
727
Total operating costs
226,085 175,110 197,318
Operating profit
33,064 9,743 13,310
Other income (expense), net
10,232 1,803 1,066
Income from operations before income taxes
43,296 11,546 14,376
Income tax expense
5,295 4,006 6,739
Net income
38,001 7,540 7,637
Less: net income attributable to non-controlling interest
11,631 560 1,430
Net income attributable to Forbes Global Holdings Inc. shareholders
26,370 6,980 6,207
 
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Summary Consolidated Balance Sheet Data
As of December 31,
2021
2020
($, in thousands)
Total current assets
132,033 116,525
Deferred subscription commissions, net of current portion
3,021 2,610
Property and equipment, net
11,120 10,935
Investments
1,370 1,370
Equity method investments
2,120
Goodwill, net
12,040 12,040
Intangible assets, net
107,996 119,049
Deferred tax assets, net
44,245 48,590
Other assets
4,141 4,678
Total assets
318,086 315,797
Total current liabilities
53,679 45,166
Loans payable, net of current portion, debt discount, and debt issuance costs
11,511 12,091
Unexpired subscriptions
6,391 5,949
Deferred revenues, net of current portion
3,499 4,139
Other liabilities
8,578 5,033
Total liabilities
83,658 72,378
Total shareholders’ equity
234,428 243,419
Total liabilities and shareholders’ equity
318,086 315,797
Summary Consolidated Cash Flow Data
Years Ended December 31,
2021
2020
2019
($, in thousands)
Net cash provided by operating activities
47,206 26,989 18,010
Net cash used in investing activities
(4,691) (6,657) (3,674)
Net cash (used in) provided by financing activities
(47,750) 6,567 (23,018)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
8 12 (38)
Net increase (decrease) in cash, cash equivalents, and restricted cash
(5,227) 26,911 (8,720)
Cash, cash equivalents, and restricted cash at beginning of year
50,281 23,370 32,090
Cash, cash equivalents, and restricted cash at end of year
45,054 50,281 23,370
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined and consolidated financial data (the “Summary Pro Forma Information”) gives effect to the Business Combination. The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, Magnum Opus will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Forbes issuing shares for the net assets of Magnum Opus, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Forbes. There will be no accounting effect or change in the carrying amount of the assets and liabilities as a result of the Business Combination. The summary unaudited pro forma condensed combined and consolidated balance sheet as of December 31, 2021 gives effect to the Business Combination as if it had occurred on December 31, 2021. The summary unaudited pro forma condensed combined and consolidated statement of operations for the year ended December 31, 2021 gives effect to the Business Combination as if they had occurred on January 1, 2021.
The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined and consolidated financial information included in the section titled “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information” in this proxy statement and the accompanying notes thereto. The unaudited pro forma condensed combined and consolidated financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Magnum Opus and Forbes for the applicable periods included elsewhere in this proxy statement. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Magnum Opus’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Magnum Opus following the reverse recapitalization.
The unaudited pro forma condensed combined and consolidated financial information has been prepared using the assumptions below with respect to the potential redemption into cash of shares of Magnum Opus ordinary shares:

Assuming No Redemptions: This scenario assumes that no public stockholders of Magnum Opus exercise redemption rights with respect to their public shares for a pro rata share of the funds in the Trust Account.

Assuming Maximum Redemptions: This scenario assumes that 20,000,000 Magnum Opus Class A ordinary shares subject to redemption are redeemed for an aggregate payment of approximately $200.0 million (based on an estimated per share redemption price of approximately $10.00 that was calculated using the $200.0 million of cash in the Trust Account divided by 20,000,000 Magnum Opus Class A ordinary shares subject to redemption assuming the pro forma maximum redemption scenario pursuant to the Business Combination Agreement). Under the terms of the Business Combination Agreement, the aggregate cash proceeds received from the Trust Account, together with the proceeds from the Private Placement, must equal no less than $400.0 million.
 
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Pro Forma Combined and Consolidated
Assuming No
Redemptions
Assuming
Maximum
Redemptions
(in thousands, except share and per share amounts)
Summary Unaudited Pro Forma Condensed Combined and Consolidated Statement of Operations Data
For the Year Ended December 31, 2021
Net income attributable to ordinary shareholders
$ 20,050 $ 20,050
Net income per ordinary share – basic and diluted
$ 0.24 $ 0.24
Weighted average shares of ordinary shares
outstanding –  basic and diluted
82,090,502 82,025,502
Summary Unaudited Pro Forma Condensed Combined and Consolidated Balance Sheet Data
As of December 31, 2021
Total assets
$ 423,191 $ 423,191
Total liabilities
$ 95,426 $ 95,426
Noncontrolling interest
$ 8,718 $ 8,718
Total shareholders’ equity attributable to Forbes Global Holdings Inc. shareholders
$ 319,047 $ 319,047
Total shareholders’ equity
$ 327,765 $ 327,765
 
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RISK FACTORS
You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the Extraordinary General Meeting. The following risk factors apply to the business and operations of Forbes and will also apply to the business and operations of the post-combination company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements.” We or Forbes may face additional risks and uncertainties that are not presently known to us or Forbes, or that we or Forbes currently deem immaterial, which may also impair our or Forbes’ business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.
Risks Related to Forbes
Risks Related to Forbes’ Business and Operations Following the Business Combination
Unless the context requires otherwise, references to “Forbes,” “we,” “us” or “our” in this section are to the business and operations of Forbes prior to the Business Combination and to Forbes and its subsidiaries following the Business Combination. Magnum Opus’s business and operations as directly or indirectly affected by Forbes by virtue of Magnum Opus’s ownership of the business of Forbes following the Business Combination are described below under “Risk Factors Related to the Company and the Business Combination.”
Risks Related to Forbes’ Business
Our brand and reputation are key assets of Forbes, and negative perceptions or publicity could adversely affect our business, financial condition and results of operations.
We believe the Forbes brand is a powerful and trusted brand with a luxury image and a highly regarded reputation for prestige, and high-quality journalism and content, and that the Forbes brand is a key element of our business. Maintaining and enhancing the Forbes brand is critical to maintaining and expanding our base of advertisers, media consumers, licensing partners and other customers and business partners.
Our brand may be negatively impacted by a number of factors, including the reputation of our content and products, our ability to adapt to technological developments, the uniqueness and relevance of our content and incidents that erode consumer trust (such as negative publicity or challenges to our or our licensees’ editorial independence). We also may introduce new products or services that users do not like and that may negatively affect our brand.
We are also investing in defining and enhancing our brand. These investments are considerable and may not be successful. To the extent our brand and reputation are damaged or not enhanced, our ability to attract and retain readers, subscribers, advertisers, customers, licensees and/or employees could be adversely affected, which could in turn have an adverse impact on our business, revenues and operating results.
In addition, we have a contributor network and license arrangements with third party licensees that allow third parties to publish content under the Forbes name. We also license our brand and content to third parties to use in connection with various goods and services. While Forbes has contractual arrangements that govern Forbes’ relationship with such contributors and licensees, Forbes does not control these third parties, nor does Forbes edit or vet the content that is published by such third parties prior to publishing. Such arrangements may result in increased risks to our reputation due to actions taken by third parties that we do not control. Our financial condition could be negatively impacted if any such third parties publish content or otherwise use our brand in a manner that adversely reflects on Forbes or our brand.
 
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Additionally, while we devote considerable efforts and resources to protecting our intellectual property, if these efforts are not successful, the value of our brand may be harmed. Any harm to our brand and reputation could have a material adverse effect on our financial condition.
Negative media coverage may affect our brand loyalty and adversely impact our ability to generate revenue.
We receive a high degree of media coverage around the world. Negative publicity about our company, including about our content quality and reliability, editorial independence, changes to our content, products and services, privacy and security practices, labor relations, litigation, regulatory activity, and traffic experience with our content and services, even if inaccurate, could adversely affect our reputation and the confidence in and the use of our content, products and services. Such negative publicity could also have an adverse effect on the size, engagement and loyalty of our traffic and result in decreased revenue, which would adversely affect our business and operating results. If we are unable to increase our traffic or engagement, or if they decline, this could result in our content, products or services being less attractive to potential new readers or customers, which would have a material and adverse impact on our business, financial condition and operating results.
We face significant competition in all aspects of our business.
We operate in a highly competitive environment. We compete for subscription and advertising revenue with both traditional and other content providers, as well as news aggregators, search engines and social media platforms. We also face extensive competition for customers in our e-commerce, research, content marketing and other businesses. Competition among these companies is robust, and new competitors can quickly emerge.
Our ability to compete effectively depends on many factors both within and beyond our control, including among others:

our ability to continue delivering a breadth of high-quality content that is interesting and relevant to our audience;

our reputation and brand strength relative to those of our competitors;

the popularity, usefulness, ease of use, performance, reliability and value of our digital products, compared with those of our competitors;

the sustained engagement of our audience directly with our products and services;

our ability to reach new users in the United States, Asia, Europe and other countries;

our ability to develop, maintain and monetize our products and services;

the pricing of our products and our content access model;

our marketing and selling efforts, including our ability to differentiate our products and services from those of our competitors;

our visibility on search engines and social media platforms and in mobile app stores, compared with that of our competitors;

our ability to attract, retain, and motivate talented employees, including journalists, engineers, data scientists and product managers;

our ability to provide advertisers with a compelling return on their investments; and

our ability to manage and grow our business in a cost-effective manner.
Some of our current and potential competitors may have greater resources than we do, which may allow them to compete more effectively than us.
We may not be able to successfully implement our anticipated growth strategies.
As part of our strategy for growth, we seek to expand our business and brand domestically as well as grow the international presence of our brand and publications. Such endeavors involve significant risks and
 
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uncertainties, including distraction of management from current operations and increased short-term costs without any current revenue, which may be dilutive to our earnings in the short term. We may have limited or no experience in our newer market segments, and our customers may not adopt our offerings. These offerings, which can present new and difficult technology and regulatory challenges, may subject us to claims if customers of these offerings experience service disruptions or failures or other quality issues. Although we believe that our strategy will lead to long-term growth in revenue and profitability, we may not realize, in full or in part, the anticipated benefits. Failure to realize the benefits of amounts we invest in new technologies, content or offerings, which may be due to our inability to execute plans, global or local economic conditions, competition, changes in the industries in which we operate and the other risks described herein, could result in the value of those investments being written down or written off and could have a material adverse effect on our business, financial condition and results of operations.
We may require additional capital to support our operations or the growth of our business, and we cannot be certain that this capital will be available on reasonable terms when required, or at all.
From time to time, we may need additional financing to operate or grow our business. Our ability to obtain additional financing, if and when required, will depend on investor and lender demand, our operating performance, the condition of the capital markets and other factors, and we do not know whether additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, those securities may have rights, preferences or privileges senior to the rights of our existing preferred and ordinary shares, and our existing stockholders will experience dilution. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support the operation or growth of our business could be significantly impaired and our operating results may be harmed.
Our management has limited experience in operating a public company.
Our executive officers have limited experience in the management of a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of Forbes. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for Forbes to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that Forbes will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.
Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board (“FASB”), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change.
In pursuing selective acquisitions, we may incur various costs and liabilities and we may never realize the anticipated benefits of the acquisitions.
If appropriate opportunities become available, we may acquire businesses, products or technologies that we believe are strategically advantageous to us. Transactions of this sort could involve numerous risks, including:
 
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unforeseen operating difficulties and expenditures arising from the process of integrating any acquired business, product or technology, including related personnel;

diversion of a significant amount of management’s attention from the ongoing development of our business;

dilution of existing stockholders’ ownership interest in us;

incurrence of additional debt;

exposure to additional operational risk and liability, including risks arising from the operating history of any acquired businesses;

entry into markets and geographic areas where we have limited or no experience;

loss of key employees of any acquired companies;

adverse effects on our relationships with suppliers and customers; and

adverse effects on the existing relationships of any acquired companies, including suppliers and customers.
Furthermore, we may not be successful in identifying appropriate acquisition candidates or consummating acquisitions on terms favorable or acceptable to us or at all.
When we acquire businesses, products or technologies, our due diligence reviews are subject to inherent uncertainties and may not reveal all potential risks. We may therefore fail to discover or inaccurately assess undisclosed or contingent liabilities, including liabilities for which we may have responsibility as a successor to the seller or the target company. As a successor, we may be responsible for any past or continuing violations of law by the seller or the target company, including violations of decency laws. Although we generally attempt to seek contractual protections, such as representations and warranties and indemnities, we cannot be sure that we will obtain such provisions in our acquisitions or that such provisions will fully protect us from all unknown, contingent or other liabilities or costs. Finally, claims against us relating to any acquisition may necessitate our seeking claims against the seller for which the seller may not indemnify us or that may exceed the scope, duration or amount of the seller’s indemnification obligations.
Our acquisitions may result in disruptions in our business and diversion of management’s attention.
Any acquisitions will require the integration of the operations, products and personnel of the acquired businesses and the training and motivation of these individuals. Such acquisitions may disrupt our operations and divert management’s attention from day-to-day operations, which could impair our relationships with current employees, customers and partners. We may also incur debt or issue equity securities to pay for any future acquisitions. These issuances could be substantially dilutive to our stockholders. In addition, our profitability may suffer because of acquisition-related costs or amortization, or impairment costs for acquired goodwill and other intangible assets. If management is unable to fully integrate acquired business, products or persons with existing operations, we may not receive the benefits of the acquisitions, and our revenues and stock trading price may decrease.
We may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.
We will consider an acquisition outside of our management’s areas of expertise if an acquisition candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular acquisition candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in an acquisition candidate.
Political and economic conditions in a variety of markets around the world could have an adverse effect on our business, financial condition or results of operations.
Our businesses operate and have audiences, customers and partners worldwide, and we are focused on expanding our international operations in key markets, some of which are emerging markets. For that reason,
 
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economic conditions in many different markets around the world affect a number of aspects of our businesses. Economic conditions in each market can also impact our audience’s discretionary spending and therefore their willingness to access our content, products or services, as well as the businesses of our partners who purchase advertising on our networks, causing them to reduce their spending on advertising. We may also be subject to longer payment cycles. In addition, as we have expanded our international operations, our exposure to foreign currency fluctuations against the U.S. dollar has increased, and there is no assurance that downward trending currencies will rebound or that stable currencies will remain stable in any period. Such fluctuations could have an adverse effect on our business, financial condition or results of operations. Also, volatility and weakness in the capital markets, the tightening of credit markets or a decrease in our debt ratings could adversely affect our ability to obtain cost-effective financing.
Our businesses are also exposed to certain political risks inherent in conducting a global business, including retaliatory actions by governments reacting to changes in the U.S. and other countries, including in connection with trade negotiations; labor unrest and current and changing regulatory environments; issues related to the presence of corruption in certain markets and enforcement of anti-corruption laws and regulations; increased risk of political instability in some markets as well as conflict and sanctions preventing us from accessing those markets; escalating trade, immigration and nuclear disputes; wars, acts of terrorism or other hostilities; and other political, economic or other uncertainties.
These political and economic risks could create instability in any of the markets where our businesses derive revenues, which could result in a reduction of revenue or loss of investment that adversely affects our businesses, financial condition or results of operations.
If we fail to expand effectively into new markets, our revenue and business will be adversely affected.
We intend to expand our operations into new markets and in doing so, we may incur losses or otherwise fail to enter new markets successfully. Our expansion into new markets places us in competitive environments with which we may be unfamiliar and involves various risks, including, among others, the need to invest significant resources and management attention and the possibility that returns on such investments will not be achieved for several years, or at all. Furthermore, we have already entered many of the largest existing markets and further expansion may not yield similar results seen in past expansions.
The COVID-19 pandemic had and could continue to have an impact on our business, our operations, and the markets and communities in which we, our partners, and our customers operate.
The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Federal and state governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home policies, supply chain logistical changes, and closure of non-essential businesses. To protect the health and well-being of our employees, customers and vendors, we have made substantial modifications to employee travel policies, implemented office closures as employees are advised to work from home, and canceled or shifted our conferences and marketing events to virtual-only or hybrid live/virtual conferences.
The COVID-19 pandemic may continue to impact our business operations, including our employees, customers, vendors, partners, and communities. There is substantial uncertainty as to the nature and degree of the continued effects of the pandemic over time. While the ultimate potential impact and duration of the COVID-19 pandemic on the global economy and our business, in particular, may be difficult to assess or predict, to date the pandemic has resulted in and may continue to result in disruption of certain aspects of our business. In addition, we may experience unfavorable impacts on our operations as a result of COVID-19, including, but not limited to, the following:

We may in the future experience significant reductions or volatility in demand for one or more of our products or services, which may be caused by, among other things: the temporary inability of consumers to attend our conferences in person due to illness, quarantine or other travel restrictions, or financial hardship, shifts in demand away from one or more of our products; if prolonged, such impacts may further increase the difficulty of planning for operations and may negatively impact our results;
 
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We may in the future be unable to effectively manage evolving health and welfare strategies, including, but not limited to, ongoing or not yet fully known costs related to operational adjustments to ensure continued employee and consumer safety and adherence to health guidelines as they are modified and supplemented;

We may in the future be impacted by the failure of third parties on which we rely, including those third parties who print our magazines, supply necessary operating materials, distributors, contractors, commercial banks, vendors and suppliers for our conferences and other external business partners, to meet their obligations to us , or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties and may negatively impact our operations; and

Our employees are working from home, which may result in decreased employee productivity and morale, with increased unwanted employee attrition in addition to the increased risk of a cyberattack;

We continue to incur fixed costs, particularly for real estate, and are deriving reduced or no benefit from those costs;

We may continue to experience disruptions to our growth planning, such as for facilities and international expansion;

We anticipate incurring costs in returning to work from our facilities around the world, including changes to the workplace, such as space planning, food service, and amenities;

We may be subject to legal liability for safe workplace claims;

In-person marketing events, including industry conferences, have been canceled, and we may continue to experience prolonged delays in our ability to reschedule or conduct in-person marketing events and other sales and marketing activities; and

Our marketing, sales, professional services, and support organizations are accustomed to extensive face-to-face customer and partner interactions, and conducting business virtually may be challenging.
The impact of any of the foregoing, individually or collectively, could adversely affect our business, financial condition, and results of operations.
While several nations and states have begun to relax restrictions imposed to control the spread of the virus, the COVID-19 pandemic continues to pose challenges and will likely do so until the effects of the pandemic abate. The duration and extent of the COVID-19 pandemic will depend on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment actions, the emergence and spread of variants of the COVID-19 virus, and the effectiveness, acceptance, and availability of vaccines against the COVID-19 virus and its variants. The COVID-19 pandemic has already had an adverse effect on the global economy, and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. In particular, the conditions caused by this pandemic may affect the rate of global spending and, despite the measures we have taken to limit or mitigate the impact, lengthen our sales cycles, impact our and our licensees’ ability to produce print issues, reduce the demand for our and our licensees’ print publications at newsstands, negatively impact collections of accounts receivable, reduce expected spending from new customers, and affect contraction or attrition rates of our paying customers, all of which could adversely affect our business, results of operations, and financial condition.
The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous evolving factors we cannot reliably predict, including the duration and scope of the pandemic; governmental, business, and individuals’ actions in response to the pandemic; and the impact on economic activity, including the possibility of recession or financial market instability. These factors may adversely impact consumer, business, and government spending as well as customers’ ability to pay for our products and services on an ongoing basis. This uncertainty also affects management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions. Even after the COVID-19 outbreak has subsided, we may continue to experience significant impacts to our business as a result of its global economic impact, including any economic downturn or recession that has occurred or may occur in the future.
 
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Our international operations are subject to increased challenges and risks.
We have offices and conduct business around the world and our content is available in multiple languages through our licensees. Our business and the conduct of our operations internationally requires considerable management attention and resources and is subject to the particular challenges of supporting a growing business in an environment of multiple languages, cultures, customs, legal and regulatory systems, alternative dispute systems and commercial markets. Operating internationally subjects us to new risks and may increase risks that we currently face, including risks associated with:

recruiting, integrating and retaining talented and capable employees in foreign countries and maintaining our company culture across all of our offices;

providing our content and operating across a broad geographical landscape, in different languages and among different cultures, including the potential need to modify our products, content and services to ensure that they are culturally relevant in different countries;

increased competition from local media companies and mobile applications which have expanded and may continue to expand their geographic footprint;

our licensees’ inability to adapt to changes in the media landscape;

differing and potentially lower levels of user growth, user engagement and ad engagement in new and emerging geographic territories;

compliance with applicable foreign laws and regulations, including laws and regulations with respect to privacy, consumer protection and media freedom;

operating in jurisdictions that do not protect intellectual property rights to the same extent as the United States;

compliance with anti-bribery laws by us and our licensees, including, without limitation, compliance with the Foreign Corrupt Practices Act;

currency exchange rate fluctuations;

foreign exchange controls that might require significant lead time in setting up operations in certain geographic territories and might prevent us from repatriating cash earned outside the United States;

adverse taxation of our international earnings, including through withholding taxes and bilateral tax agreements, which could have a significant impact on our cash flow, and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate;

operating through license agreements with third parties managing certain Forbes branded operations outside of the United States; and

higher costs of doing business internationally, including increased accounting, travel, infrastructure and legal compliance costs.
If we are unable to manage the complexity of our global operations successfully, our business, financial condition and operating results could be adversely affected.
We derive a significant portion of our revenue from advertising products and our relationships with advertising partners.
A significant portion of our revenue is currently generated from third-party advertising, including through digital and print advertising, branded content through our BrandVoice product and sponsorship of conferences. As is common in the industry, our advertisers do not have long-term advertising commitments with us. Many of our advertisers spend only a relatively small portion of their overall advertising budget with us. In addition, many of our advertisers purchase our advertising services through one of several large advertising agency holding companies. Moreover, we provide services to our advertisers beyond traditional ad placement through our BrandVoice product, through which we provide advertisers with branded content solutions directed to an appropriate audience. Advertisers will not continue to do business with us, or they
 
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will reduce the prices they are willing to pay to advertise with us, if we do not deliver our ads or other products in an effective manner, sufficiently tailor branded content and direct it to the appropriate audiences, or if they do not believe that their investment in advertising with us will generate a competitive return relative to alternatives.
Further, we need to maintain good relationships with advertisers to provide us with a sufficient inventory of advertisements and offers. Online advertising is an intensely competitive industry. Many large companies, such as Amazon, Facebook and Google, invest significantly in data analytics to make their websites and platforms more attractive to advertisers. In order for our advertising business to continue to succeed, we need to continue to demonstrate the reach of our audience and the benefit to our advertising partners, which we may not be able to do. Our advertising revenue could be adversely affected by a number of other factors, including:

decreases in traffic and engagement with Forbes’ content;

inability to demonstrate the value of our content to advertisers and advertising agencies or inability to measure the value of our platforms in a manner which advertisers and advertising agencies find useful;

inability to increase advertiser demand and/or inventory;

inability to help advertisers effectively target ads;

inability to improve our analytics and measurement solutions that demonstrate the value of our content;

the impact of new technologies that could block or obscure the display of or targeting of our content;

decreases in the cost per ad engagement;

loss of advertising market share to our competitors;

need to enter into revenue sharing arrangements or other partnerships with third parties;

adverse legal developments relating to advertising or measurement tools related to the effectiveness of advertising, including legislative and regulatory developments impacting branded content, labeling of advertising, privacy and consent requirements related to sharing of personal information and/or litigation related to any of the foregoing;

adverse media reports or other negative publicity involving us or the digital media industry as a whole;

changes in the way our ad products are priced;

bad debts related to trade credit extended to certain advertisers;

cancellation of certain pre-paid branded advertising orders;

inability to provide adequate branded content solutions for BrandVoice consumers or our inability to direct such content to the appropriate audiences; and

our inability to attract or retain sponsors to the events and conferences that we offer.
If our relationship with any advertising partners terminates for any reason, or if the commercial terms of our relationships are changed or do not continue to be renewed on favorable terms, we would need to qualify new advertising partners, which could negatively impact our revenues, at least in the short term.
Our advertising revenues are affected by external factors, including economic conditions, market dynamics and audience fragmentation.
Advertising spending is sensitive to overall economic conditions, and our advertising revenues could be adversely affected if advertisers respond to weak and uneven economic conditions by reducing their budgets or shifting spending patterns or priorities, or if they are forced to consolidate or cease operations.
 
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Large digital platforms, such as Facebook, Google and Amazon, which have greater audience reach, audience data and targeting capabilities than we do, command a large share of the digital display advertising market, and we anticipate that this will continue. The remaining market is subject to significant competition among publishers and other content providers, and audience fragmentation. These dynamics have affected, and will likely continue to affect, our ability to attract and retain advertisers and to maintain or increase our advertising rates.
The digital advertising market is evolving, which can affect our advertising revenues and requires us to quickly adapt to digital advertising trends.
The digital advertising market itself continues to undergo change. Digital advertising networks and exchanges with real-time bidding and other programmatic buying channels that allow advertisers to buy audiences at scale play a significant role in the advertising marketplace and have caused and may continue to cause further downward pricing pressure and the loss of a direct relationship with marketers. Growing consumer reliance on mobile devices creates additional pressure, as mobile display advertising does not command the same rates as desktop advertising. Our digital advertising operations rely on a small number of significant technologies which, if interrupted or meaningfully changed, or if the providers leverage their power to alter the economic structure, could have an adverse impact on our advertising revenues, operating costs and/or operating results.
Evolving standards for the delivery of digital advertising, as well as the development and implementation of technology, regulations, policies and practices that adversely affect our ability to deliver, target or measure the effectiveness of advertising (such as blocking the display of advertising and/or cookies and the phase-out of browser support for third party cookies and of mobile operating systems for advertising identifiers), may also adversely affect our advertising revenues if we are unable to develop effective solutions to mitigate their impact.
As the digital advertising market continues to evolve, our ability to compete successfully for advertising budgets will depend on, among other things, our ability to engage and grow digital audiences, collect and leverage data, and demonstrate the value of our advertising and the effectiveness of our products to advertisers. We have continued to take steps intended to improve our users’ experiences and retain and grow our subscriber base. While these changes may result in long-term benefits for our advertising revenue, they could be costly and reduce the inventory for some of our digital advertising products.
We continue to invest significant resources to build, maintain and evolve our technology infrastructure. These investments may adversely impact our operating results in the near term and there can be no assurance as to our ability to use new and existing technologies to distinguish our content and services from those of our competitors and develop in a timely manner compelling new content and services that engage traffic across platforms. If the market for digital advertising deteriorates, develops more slowly than we expect or the shift from traditional advertising methods to digital advertising does not continue, or there is a reduction in demand for digital advertising caused by weakening economic conditions, decreases in corporate spending, perception that digital advertising is less effective than other media or otherwise, it could reduce demand for our offerings, which could decrease revenue or otherwise adversely affect our business. Further, if we are not successful in responding to changes in technology and consumer behavior, our business, financial condition and prospects may be adversely affected.
The levels of our website and digital content traffic and engagement with our brands and digital content are critical to our success.
If we fail to increase our traffic on our digital platforms, or if traffic engagement or ad engagement declines, our revenue, business and operating results may be harmed. Our financial performance has been and will continue to be significantly affected by our success in increasing traffic and the overall level of engagement with our content as well as increasing the number and quality of ad engagements. If people do not perceive our content to be useful, reliable or entertaining, we may not be able to attract traffic or maintain or increase the frequency of engagement on our websites and applications and the ads that we display. Furthermore, we anticipate that our traffic growth rate will slow over time as the level of our traffic increases. To the extent our traffic growth rate slows, our success will become increasingly dependent on our ability to increase levels of ad engagement, which we may not be able to accomplish.
 
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We are highly dependent upon our existing traffic sources, including Google, which accounts for over 50% of our traffic on our digital platforms. A change in the algorithms used by our existing traffic sources could have a major impact on our business. Furthermore, maintaining and enhancing our traffic will depend largely on our ability to continue to provide high-quality, entertaining, useful, reliable, relevant and innovative content, which we may not do successfully. We may introduce new content, products or terms of service or policies that our traffic or advertisers do not like, which may negatively affect our traffic. We will also continue to experience media, legislative, and regulatory scrutiny of our content, which may adversely affect our traffic. Maintaining and enhancing our traffic may require us to make substantial investments and these investments may not be successful. A number of additional factors could potentially negatively affect our traffic growth and engagement, including if:

traffic engages with other platforms or content as an alternative to ours;

we are unable to convince potential new traffic of the value, usefulness and relevance of our content;

there is a decrease in the perceived quality of our content;

we fail to introduce new and improved content or services or if we introduce new or improved content or services that are not favorably received or that negatively affect levels of traffic and engagement;

our traffic believes that their experience is diminished as a result of the decisions we make with respect to the frequency, relevance and prominence of ads that we display;

changes in the third-party platforms on which we rely to deliver a majority of our traffic;

technical or other problems prevent us from delivering our content or services in a rapid and reliable manner or otherwise affect the experience of our traffic;

we experience service outages, data protection and security issues;

our trademarks are exploited by others without permission;

there are adverse changes in our content or services that are mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements or consent decrees; or

we do not maintain our brand image or our reputation is damaged.
Changes to our existing content, services and products, including through the expansion of our direct-to-customer business, could fail to attract traffic and advertisers or fail to generate revenue.
We may introduce significant changes to our existing content, services or products. This includes the expansion of our direct-to-customer business, which is significant to our growth strategy. We believe the expansion of our direct-to-customer business, which allows us to uses technology to analyze our readers’ interests and habits and as a result create data-driven insights to create a more deeply engaged audience and deliver products that serve their needs, is essential to remaining competitive in the evolving digital advertising market.
The success of our new content, services or products, including our expansion of our direct-to-customer business, depends substantially on consumer tastes and preferences that change in often unpredictable ways. If this new content, services or products fails to engage traffic, advertisers and other customers, we may fail to generate sufficient revenue or operating profit to justify our investments, and our business and operating results could be adversely affected. In addition, we have launched and expect to continue to launch strategic initiatives, which do not directly generate revenue but which we believe will enhance our attractiveness to traffic, advertisers and other customers. In the future, we may invest in new content, products services and initiatives to generate revenue, but there is no guarantee these approaches will be successful or that the costs associated with these efforts will not exceed the revenue generated. If our strategic initiatives do not enhance our ability to monetize our existing content, products or services or enable us to develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover any associated development costs and our operating results could be adversely affected.
 
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We derive a significant portion of our digital content and website traffic from third-party platforms. Changes in algorithms and to the standard terms, conditions and policies of these third-party platform providers that have distributed or may distribute our content, such as Apple News, Facebook, Google, Hulu, Instagram, LinkedIn, Twitter and YouTube, could adversely affect our business.
We depend on third-party platform providers to both house our digital content and direct traffic to our website, most prominently, Apple News, Facebook, Google, Hulu, Instagram, LinkedIn, Twitter and YouTube. These platforms serve as significant channels of online distribution and are critical to accessing our content. If these platform providers deny access to our content, modify their current discovery mechanisms or algorithms, develop their own competitive offerings, or impose fees for access to and use of their platforms, our business could be negatively impacted. We are also subject to the standard terms, conditions and practices of these platform providers, which govern the promotion, distribution, operation and use of our content. Platform providers have broad discretion to change their standard terms and conditions and have the right to prohibit us from distributing content on their platforms if we violate those standard terms and conditions. In addition, platform providers can change their policies or interpretations of their standard terms and conditions. Our business could suffer materially if platform providers change their standard terms and conditions, interpretations or other policies and practices in a way that is detrimental to us or if platform providers determine that we are in violation of their standard terms and conditions and prohibit us from distributing our content on their platforms. Moreover, if we are unable to maintain a good relationship with these platform providers, our business and operating results could be adversely affected.
Our business could also be harmed if these platforms change their terms and conditions relating to how their users share information on or through their platforms or across other platforms, which could impact our traffic and engagement. Additionally, if these platforms increase privacy restrictions, this could impact our ability to effectively monetize our content.
Our digital content and website traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, streaming tools, networks and standards that we do not control.
We make our content available across a variety of operating systems and through websites. We are dependent on the compatibility of our content with popular devices, streaming tools, desktop and mobile operating systems and web browsers that we do not control, such as Mac OS, Windows, Android, iOS, Chrome and Firefox. Any changes in such systems, devices or web browsers that degrade the functionality of our content or give preferential treatment to competitive content could adversely affect usage of our content.
A significant amount of our traffic accesses our content and services through mobile devices and, as a result, our ability to grow advertising revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with on mobile devices. A key element of our strategy is focusing on mobile devices and we expect to continue to devote significant resources to the creation and support of developing new and innovative mobile products and services. We are dependent on the interoperability of our content with popular mobile operating systems, streaming tools, networks and standards that we do not control, such as the Android and iOS operating systems. Our mobile app is downloaded from third-party app stores, such as the Apple App Store and Google Play. We may not be successful in maintaining or developing relationships with key participants in the mobile industry or in developing content or apps that operate effectively with these technologies, systems, tools, networks, or standards. Any changes in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, or mobile carriers, or in their terms of service or policies that reduce or eliminate our ability to distribute our content or apps, impair access to our content by blocking access through mobile devices, make it hard to readily discover, install, update or access our content and apps on mobile devices, give preferential treatment to competitive, or their own, content, limit our ability to measure the effectiveness of branded content, or charge fees related to the distribution of our content or apps could adversely affect the consumption and monetization of our content on mobile devices. Additionally, if the number of platforms for which we develop our product expands, it will result in an increase in our operating expenses. In the event that it is more difficult to access our content or use our apps and services, particularly on mobile devices, or if our traffic chooses not to access our content or use our app on their mobile devices or choose to use mobile products that do not offer access
 
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to our content or app, or if the preferences of our traffic requires us to increase the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, ad targeting and monetization could be harmed and our business and operating results could be adversely affected.
Print circulation and advertisement revenues have declined in recent years and such revenues may continue to decline.
Magazine circulation and print advertisements remain a source of revenues for Forbes. Magazines face increasing competition from alternative forms of media and entertainment. As a result, sales of magazines through subscriptions and at the newsstand and advertisements in our magazines could decline. As publishers compete for subscribers, subscription prices could decrease and marketing expenditures may increase. Furthermore, COVID-19 and the measures implemented to address it, may continue to have an impact on Forbes’ magazine circulation.
A substantial portion of our licensing revenue is concentrated with a limited number of licensees and retail partners, such that the loss of a licensee or retail partner could materially decrease our revenue and cash flows.
Our licensing revenues are concentrated with a limited number of licensees and retail partners. For instance, for 2019, 2020 and 2021, revenue from one customer represented 15%, 21% and 14% of our consolidated revenues, respectively. Because we are dependent on these licensees for a significant portion of our licensing revenue, if any of these licensees were to have financial difficulties affecting their ability to make payments, cease operations, or if any of these licensees decides not to renew or extend any existing agreements, or to significantly reduce its sales of licensed products under any agreement, our revenue and cash flows could be reduced substantially, which could have a material adverse effect on our financial condition, results of operations or business.
The failure of licensees to adequately produce, market, import and sell products bearing Forbes’ trademarks in their license categories, continue their operations, renew their license agreements or pay their obligations under their license agreements could result in a decline in the results of operations of our business.
Our revenues in part depend on royalty payments made to us pursuant to license agreements. Although the license agreements for our trademarks usually require the advance payment of a portion of the license fees and, in most cases, provide for guaranteed minimum royalty payments to us, the failure of licensees to satisfy their obligations under these agreements, or their inability to operate successfully or at all, could result in their breach and/or the early termination of such agreements, their non-renewal of such agreements or the decision to amend such agreements to reduce the guaranteed minimum royalty payments or sales royalties due thereunder, thereby eliminating some or all of that stream of revenue. COVID-19 has had a substantial impact on our licensees’ performance and thus their ability to pay royalties, or to pay such royalties on time. Timely payment of royalties is critical for revenue recognition from our licensing business as this is generally calculated based on cash received.
There can be no assurances that we will not lose the licensees under our license agreements due to their failure to exercise the option to renew or extend the term of those agreements or the cessation of their business operations (as a result of their financial difficulties or otherwise) without equivalent options for replacement. Any of such failures could reduce the anticipated revenue stream to be generated by the license agreements. In addition, the failure of licensees to meet their production, manufacturing and distribution requirements, and the failure of licensees to meet the constant changes in the media landscape which requires a high-level of skill and a substantial investment in technology and marketing, could cause a decline in their sales and potentially decrease the amount of royalty payments (over and above the guaranteed minimum royalty payments) due to us. Any decrease in royalties for any of the above reasons could have a material and adverse effect on our financial condition, results of operations or business.
The actions of licensees using our brand name may harm the Forbes brand and reputation, and may result in increased costs to Forbes business.
The failure of licensees, which we do not control, to adhere to local laws, industry standards and practices generally accepted in the United States, including with respect to editorial independence and labor and employment matters, could result in substantial harm to the reputation of our brand and the operation
 
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of our business. For example, the independence of our international editorial licensees to make decisions without interference from outside influences is particularly important to our business. To the extent one or more of our licensees does not act, or is perceived to not have acted, with appropriate editorial independence, the independence of Forbes and its licensees may be called into question, which could have a negative impact on our and our licensees’ reputation and brand, and thus our respective businesses. In addition, these failures can lead to legal claims against Forbes. The cost of defending against any such legal claims can be in both the form of financial cost and the time and resources of management in defending against such claims. These possible failures of our licensees could have a material adverse effect on the business and financial results of our business.
We continue to expand our licensing programs into new products and categories, the failure of which could diminish the perceived value of our brand, impair our ability to grow and adversely affect our prospects.
Our growth depends to a significant degree upon our ability to develop new or expand existing licensing programs, both domestically and internationally. In order to expand our licensing programs, we must identify the right partners who have the experience and resources to develop the optimal strategy for that particular market segment. Once a licensing partner is identified, the process to develop a new branded venture requires both a financial and time commitment, with no guarantee that such branded venture will grow and be successful.
In recent years, we have entered into numerous licensing agreements, some of which are outside of our core business areas. We are not able to ensure that our expansion into new business areas will be met with approval from consumers nor can we guarantee that these programs will be fully implemented, or, if implemented, that they will be successful. Disputes with new or existing licensees may arise that could hinder our ability to grow or expand our product lines as well as prevent or delay our ability to collect the licensing revenue that we expect from our licensing partners. We also may not be able to successfully promote our brand internationally nor find suitable partners in certain geographies to expand our international licensing programs. Additionally, expansion into the wrong markets or too many markets, may have the effect of diluting our brand reputation.
Further, while we contractually require that our licensees maintain the quality of our respective brands, we cannot be certain that our partners will honor their contractual obligations or that they will not take other actions that will diminish the value of our brands. If such developments occur or our licensing programs are otherwise not successful, the value and recognition of our brands, as well as our business, financial condition and prospects, could be materially adversely affected.
Our licensing business is subject to additional risks associated with our international licensees.
Many of our licensees are located outside the U.S. Our licensees face numerous risks in doing business outside the U.S., including:

unusual or burdensome foreign laws or regulatory requirements or unexpected changes to those laws or requirements;

tariffs, trade protection measures, import or export licensing requirements, trade embargoes, sanctions and other trade barriers;

competition from foreign companies;

longer accounts receivable collection cycles and difficulties in collecting accounts receivable;

less effective and less predictable protection and enforcement of intellectual property rights;

potential infringement in copyright resulting in legal proceedings;

changes in the political or economic condition of a specific country or region (including, without limitation, as a result of political unrest), particularly in emerging markets or jurisdictions where political events may strongly influence consumer spending;

fluctuations in the value of foreign currency versus the U.S. dollar, the cost of currency exchange and compliance with exchange controls;
 
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potentially adverse tax consequences impacting the profitability of licensees; and

cultural differences in the conduct of business. Any one or more of such factors could cause the future international sales of licensees to decline.
In addition, the business practices of our consumer business in international markets are subject to the requirements of the U.S. Foreign Corrupt Practices Act and all other applicable anti-bribery laws, any violation of which could subject us to significant fines, criminal sanctions and other penalties. New and existing license agreements may be terminated if international licensees become subject to U.S. sanctions, which could in turn impact the revenues of our licensing business. The occurrence of any of the above risks and uncertainties could result in a material adverse effect on our consumer business’s financial condition, results of operations or business.
Factors adversely affecting the events and conferences market could impact our results of operations.
We organize, host, promote and sell sponsorships, tickets and registrations to a broad range of conferences and events through our ForbesLive business. Our business is directly affected by the success of such events and our revenue is impacted by the number of events, types of events and ticket prices of events. Adverse trends in one or more event industries could adversely affect our business. A decline in attendance at or reduction in the number of events may have an adverse effect on our revenue and operating income.
The ongoing global COVID-19 pandemic and the preventative and protective actions that governments, other third parties or we have taken or may in the future take in respect of COVID-19, including the shelter-in-place mandates, have resulted, and may continue to result, in a period of business disruption and reduced operations. In addition, the occurrence and threat of extraordinary events, such as public health concerns, epidemics and pandemics (including the COVID-19 pandemic), terrorist attacks, mass-casualty incidents, natural disasters or similar events, or loss or restriction of individuals’ rights to assemble, may deter creators from producing large events and substantially decrease the attendance at in person events. Terrorism and security incidents, military actions in foreign locations and periodic elevated terrorism alerts have increased public concerns regarding air travel, military actions and national or local catastrophic incidents. These concerns have led to numerous challenging operating factors at live events, including additional logistics for event safety and increased costs of security. These challenges may impact the attendee experience and lead to fewer or less well attended events and as a result may harm our results of operations.
Accordingly, any adverse condition could lead to unsatisfied sponsors or attendees who may refuse to pay us, require refunds or chargebacks, or increase the complexity and costs for us, which will harm our business, results of operations and financial condition.
Our events and conferences business is susceptible to numerous external risks that may cause our events to be cancelled or delayed, including changes in consumer preferences, poor weather, personal injuries or accidents, which may adversely affect sponsorship or attendance levels.
Our events and conferences business is susceptible to a number of external risks that can result in our events being cancelled or delayed. These risks include changes in public tastes and poor weather and personal injuries or accidents. In either case, the cancellation or delay of our events can negatively impact our financial performance.
Our events and conferences business is also highly sensitive to rapidly changing public tastes and is dependent on the availability of influential leaders, policy makers, entrepreneurs, artists and other industry icons for our events. The success of our ForbesLive business depends in part on our ability to anticipate the tastes of consumers and to offer events that appeal to them. Since we rely on unrelated parties to participate in these conferences and events, any lack of availability due to personal injury, accidents or otherwise could limit our ability to generate revenue.
Furthermore, due to weather conditions, we may be required to cancel or reschedule an event to another available day or a different venue, which could increase our costs for the event and negatively impact attendance at the event. Poor weather can affect current periods as well as successive events in future periods, any of which could adversely affect our business.
 
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Our events and conferences are typically booked months in advance. There are a number of fixed expenses that are prepaid for such events that may not be refundable, and other expenses that may still become payable, even in the case where an event is cancelled. Furthermore, our sponsors are more likely to seek refunds or not pay sponsorship fees in the event an event or conference is cancelled or poorly attended. Therefore, if the public is not receptive to the events or conferences or we are forced to cancel an event due to other outside factors, we may incur a loss for the event depending on the amount of the fixed guarantee or incurred costs relative to any revenue earned, as well as revenue we could have earned at booked venues.
Furthermore, consumer preferences change from time to time, and our failure to anticipate, identify or react to these changes could result in reduced demand for our services, which would adversely affect our business, financial condition and results of operations.
Significant disruptions in our print media supply chain or printing and distribution channels would have an adverse effect on our operating results.
Forbes print media is printed and distributed under contracts with print and distribution partners across the United States and internationally. To the extent that financial pressures, print media industry economics or other circumstances affect our print and distribution partners and/or lead to reduced operations or consolidations or closures of print sites and/or distribution routes, this could increase the cost of printing and distributing our magazines and/or decrease our revenues if printing and distribution are disrupted.
If we experience significant disruptions in our print media supply chain or printing and distribution channels, our operating results may be adversely affected.
Increases in prices of paper and other raw materials, and postage , as well as changes in postal delivery schedules, which are difficult to predict and control, could adversely affect our results of operations.
Paper and postage represent significant components of our total cost to produce, distribute, and market our printed products. Paper is a commodity and its price can be subject to significant volatility. Due to the significance of paper in our print business, we are dependent upon the availability and price of paper. In periods of high demand, certain paper grades have been in short supply, including grades we use in our business. In addition, during periods of tight supply, many paper producers allocate shipments of paper based upon historical purchase levels of customers. As we are dependent upon our print and distribution partners to obtain the paper for our print products, we have limited control and visibility in the instance where a shortage was to occur. Although we generally have not experienced significant difficulty in obtaining adequate quantities of paper, unforeseen developments in the overall paper markets could result in a decrease in the supply of paper and could cause either or both of our revenues or profits to decline.
A variety of other raw materials including ink, film, offset plates, chemicals and solvents, glue, wire and subcontracted components, are used in the production of our magazines. In general, our third party outsourcing partners have not experienced any significant difficulty in obtaining these raw materials from our suppliers. We cannot assure you, however, that a shortage of any of these raw materials will not occur in the future or will not potentially adversely affect the financial results of our business.
The USPS distributes substantially all of our subscription magazines and many of our marketing materials. Postal rates are dependent on the operating efficiency of the USPS and on legislative mandates imposed upon the USPS. Although our distribution partners work with others in the industry and through trade organizations to encourage the USPS to implement efficiencies that will minimize rate increases, we cannot predict with certainty the magnitude of future price changes for paper and postage. Further, we may not be able to pass such increases on to our customers. In addition, the U.S. Postmaster General has proposed reducing the delivery of mail from six days to five days per week. If this change is adopted we cannot assure you how our customers will react and whether or not this will adversely affect the financial results of our business.
A failure to continue to retain and grow our subscriber base could adversely affect our results of operations and business.
Our future growth and profitability depend upon our ability to retain and grow our digital subscriber base and audience in the U.S. and abroad while maintaining attractive unit economics. To do so will require
 
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us to continue to evolve our subscription model, address changing consumer demands and developments in technology, and improve our digital products while continuing to deliver high quality journalism and content that our readers around the world find interesting, relevant and reliable. We have invested and will continue to invest significant resources in these efforts, but there is no assurance that we will be able to successfully maintain and increase our digital subscriber base or that we will be able to do so without taking steps such as maintaining or reducing pricing or incurring subscription acquisition costs that would affect our subscription revenues, margin and/or profitability.
A variety of uncontrollable events may reduce demand for our products or services, impair our ability to provide our products or services or increase the cost of providing our products or services.
Demand for our products can be significantly adversely affected in the U.S., globally or in specific regions as a result of a variety of factors beyond our control, including: adverse weather conditions arising from short- term weather patterns or long-term change, catastrophic events or natural disasters (such as excessive heat or rain, hurricanes, typhoons, floods, tsunamis and earthquakes); health concerns, such as pandemics; international, political or military developments; and terrorist attacks. These events and others, such as fluctuations in travel and energy costs and comput