MAGNUM OPUS ACQUISITION LTD: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities (Form 8- K)



Item 1.01. Conclusion of a significant definitive agreement.

On November 18, 2022, Magnum Opus Acquisition Limited (the “Company”) has issued an unsecured convertible promissory note (the “Convertible Promissory Note”) to
Magnum Opus Holdings LLC (the “Sponsor”), under which the Company may borrow up to $1,800,000 (the “Working Capital Loan”) of the Limited Partner for general corporate purposes. This loan may, at the discretion of the Limited Partner, be converted into warrants (the “Working Capital Loan Warrants”) to purchase Class A common shares of the Corporation, par value $0.0001 per share, at a conversion price equal to $1.00 per warrant, each warrant entitling its holder to purchase one Class A common share of the Company at a price of $11.50 per share, subject to the same adjustments applicable to the warrants issued to the limited partner in connection with the private placement closed on March 25, 2021 (the “Private Placement Bonds”) in connection with the initial public offering of the Company’s shares. The terms of the Working Capital Subscription Warrants will be identical to those of the Private Placement Warrants. The working capital loan will bear no interest and will be repayable by the Company to the Limited Partner if not converted or repaid on the effective date of an initial merger, share exchange, acquisition of assets, stock purchase, reorganization or similar business combination involving the Company and one or more businesses. The maturity date of the working capital loan may be accelerated upon the occurrence of an event of default (as defined in the convertible promissory note).

The foregoing description of the Convertible Promissory Note does not purport to be complete and is qualified in its entirety by the terms and conditions thereof. A copy of the convertible promissory note is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

Information disclosed under Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03 to the extent required herein.

Section 3.02. Unrecorded sales of Equity securities.

Information disclosed under Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 3.02 to the extent required herein.

The Working Capital Loan Warrants will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued on the basis of the exemption from the registration requirements thereof under Section 4(a)(2) of the Securities Act.

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