Tiberius Acquisition Corp

Board composition is one of the few pre-close governance facts an investor can check, and this one seats two Tiberius principals on a board of seven — CEO Michael Gray, whom the release counts among the four independent directors, and CIO Andrew Poole. Independence is asserted by the release, not adjudicated here, and a target's own chief executive labelled independent on the post-close board is worth a reader's attention. The release repeats that IGI intends to close as promptly as practicable once the conditions in the Business Combination Agreement are met, which fixes no date.

Effectiveness is the gate between a signed agreement and a shareholder vote: only once the F-4 is effective can the proxy be mailed and the vote and redemption sequence run. The release names no meeting date, no record date, no redemption deadline and no trust figure, so nothing here fixes those. The 'within two business days' language is the filer's stated intent, not a contractual deadline. The release describes Tiberius as a blank check company with over $200 million of capital in trust and forward purchase commitments combined — a description line, not a trust balance.

Both sides of a combination file the same communication under Rule 425, so this row and the Tiberius-filed one are duplicates by content and differ only in filer. Treating them as two separate events would double-count a single announcement in any deal timeline or diff. As with its twin, the release states no meeting date, record date, redemption deadline or per-share trust figure; the closing timing is the issuer's stated intent and the Bermuda domicile and IGIC ticker are described as post-closing outcomes, not accomplished facts.

This is the definitive version of the vote, covering the Business Combination Proposal, the Incentive Compensation Plan Proposal, the Share Issuance Proposal and an Adjournment Proposal, with appraisal rights addressed in their own section. A Tiberius holder is being asked to move into a Bermuda insurer reporting under IFRS rather than US GAAP, using non-IFRS measures — core operating income, core operating return on average equity, and tangible book value per diluted common share — that have no direct US GAAP equivalent, and the document carries its own notice to investors in Bermuda.

This is the agreement behind the announcement the 425s carried: the forfeiture and warrant repurchase are now contractual and, via the amendment, a condition to closing rather than a stated intention. The report restates the deal structure — Tiberius merging with Merger Sub and surviving, IGI shareholders exchanging substantially all IGI share capital for Pubco common shares plus aggregate cash consideration of $80.0 million, and adoption of Pubco’s amended bye-laws. The warrant repurchase is a reasonable best efforts obligation, not a guarantee.

Dilution management ahead of a closing: 6,000,000 warrants retired and 180,000 sponsor shares cancelled, both conditioned on the deal closing, so neither takes effect if it does not. The release states the repurchase price for the 3,000,000-warrant tranche as $1.425 per warrant but no price for the earlier 3,000,000. It repeats that Tiberius intends to close two business days after the requisite conditions and approvals are satisfied and that IGI Holdings will trade on Nasdaq as IGIC, with no closing or vote date stated.

Both parties filed the identical release, so this and 0001213900-20-003565 are one announcement. What it tells a holder is that the sponsor and the company are buying in warrants and cancelling founder stock as conditions to a closing they describe as two business days after the remaining approvals — at this date, per the companion February 7 release, only the UK Prudential Regulation Authority was named as outstanding. The release itself states no closing date and no trust or redemption figure.

Liquidity is thin outside the trust: $78,697 of cash on the balance sheet at December 31, 2019 against $521,564 of expenses already incurred on the proposed combination. The report states $174,225,000 was deposited in trust from the March 2018 IPO of 15,000,000 units plus 2,250,000 over-allotment units at $10.00, the $1.00 placement warrants and the sponsor loan; deferred underwriting commissions are $7,350,000; $5,138,541 of trust interest is available for taxes and $902,848 was withdrawn for taxes during 2019. Up to $2,000,000 of sponsor loans may convert into warrants at $1.00.

Two closing conditions move at once: a second of the three named regulators has cleared, and the shareholder-acceptance threshold written into the business combination agreement is not merely met but fully subscribed at 100 percent against a stated 90 percent requirement. The release repeats that IGI intends to close two business days after satisfaction of the requisite conditions and approvals, and that on closing IGI will be domiciled in Bermuda and trade on Nasdaq as IGIC. It states no closing date, vote date or redemption figure.

Both sides of the transaction filed the identical release the same day, so the two accessions are one event rather than two. The stated substance is regulatory progress only: no consideration, exchange ratio, vote date, minimum-cash condition or redemption figure appears. The paragraphs on the Form F-4, the mailing of a proxy statement to a record date to be established, and the participants in the solicitation are standing legends attached to these communications.

A conditions-precedent update, not a change of terms. The release states the parties intend to close two business days after satisfaction of the closing conditions and approvals in the business combination agreement, but gives no target date, no vote date and no redemption terms. It states that on closing IGI will be domiciled in Bermuda as International General Insurance Holdings Limited and trade on Nasdaq as IGIC, and describes Tiberius as a blank check company with over $200 million of capital in trust and forward purchase commitments.

A routine annual meeting held while the IGI business combination signed October 10, 2019 remains pending; nothing here concerns that transaction. Roughly 10% to 12% of the 12,902,600 shares voted were withheld from each director, and the auditor drew no opposition at all.

IGI's shareholders exchange all or substantially all of IGI's outstanding share capital for a combination of Pubco common shares and aggregate cash consideration of $80.0 million, so the deal carries a fixed cash leg that the trust and any financing must cover before the stock leg matters. Approval of the Business Combination Proposal is both a closing condition and a precondition to submitting the incentive plan and share issuance proposals, so a failed vote takes the whole slate with it. A non-vote counts as a vote against that proposal but has no effect on the others.

A routine annual meeting held while the IGI business combination signed on October 10, 2019 is pending; nothing on this agenda concerns that transaction, the combination deadline or redemption rights. The advance-notice deadline of December 8, 2019 disclosed in the company's November 27 Item 5.08 report governs any further nomination or proposal.

The advance-notice window for the December 23 meeting closes December 8, 2019 — eleven days after this filing — which is the operative deadline for any stockholder nomination or proposal. Tiberius signed its business combination agreement with IGI on October 10, 2019, but this report concerns only the annual meeting and states nothing about that transaction or a vote on it. This is the Form 8-K of a pair also filed the same day under Rule 425.

The advance-notice window for the December 23 meeting closes December 8, 2019 — eleven days after this filing — which is the operative deadline for any stockholder nomination or proposal. Tiberius signed its business combination agreement with IGI on October 10, 2019, but this report concerns only the annual meeting and states nothing about that transaction or a vote on it. The 425 duplicate is required because Tiberius is party to a pending transaction in which securities will be registered.

This is the first hard operating datum on the target since the deal was signed, and it supports the thesis the deal materials rest on: renewal rates up 10.6% and gross premiums written up 16%, which is what makes the $120 million of new equity deployable rather than idle. The $120 million figure is explicitly conditional — it assumes a $10.45 share price and NO redemptions — so it is a ceiling, not a committed amount.

The overview and the valuation footnote are carried forward from October without change, so the deal's stated price of $386 million at 1.22x June 30, 2019 book stands as of November 20, 2019 — still on the assumption of no redemptions. What this deck does not yet reflect is the Q3 trading statement released the same day, which reports Q3 gross premiums written of $74 million and approximately $2 million of catastrophe reserving; the sections that would carry updated financials are outside the captured text.

The overview and the valuation footnote are carried forward from October without change, so the deal's stated price of $386 million at 1.22x June 30, 2019 book stands as of November 20, 2019 — still on the assumption of no redemptions. What this deck does not yet reflect is the Q3 trading statement released the same day, which reports Q3 gross premiums written of $74 million and approximately $2 million of catastrophe reserving; the sections that would carry updated financials are outside the captured text. This is the Form 8-K copy of a deck also filed the same day under Rule 425.

This is the first hard operating datum on the target since the deal was signed, and it supports the thesis the deal materials rest on: renewal rates up 10.6% and gross premiums written up 16%, which is what makes the $120 million of new equity deployable rather than idle. The $120 million figure is explicitly conditional — it assumes a $10.45 share price and NO redemptions — so it is a ceiling, not a committed amount.

The overview and the valuation footnote are carried forward from October without change, so the deal's stated price of $386 million at 1.22x June 30, 2019 book stands as of November 20, 2019 — still on the assumption of no redemptions. What this deck does not yet reflect is the Q3 trading statement released the same day, which reports Q3 gross premiums written of $74 million and approximately $2 million of catastrophe reserving; the sections that would carry updated financials are outside the captured text.

Redemption value per share is disclosed directly and rose from approximately $10.22 to approximately $10.36 over nine months on trust earnings. Operating cash of $56,180 against a $1,875,000 sponsor loan that grew by $150,000 in the period shows the company running on sponsor credit — the same lending relationship as the $1,000,000 Lagniappe Ventures note dated August 28, 2019 in the record. This quarter ends after the October 10, 2019 signing of the IGI business combination agreement, so the balance sheet predates any transaction accounting for it.

Strategy and market scope: Under the Non-Competition Agreement executed by Jabsheh, IGI’s core business encompasses commercial property and casualty insurance and reinsurance across Asia, Africa, the Middle East, Central America, South America, Continental Europe, or any other markets the Covered Parties are actively contemplating entering. Jabsheh restricted himself from engaging in competing operations in those territories for three years, permitting only passive investments not exceeding 3% of publicly traded competitors. Personnel and governance: The Business Combination Agreement mandates a seven-member Pubco board immediately after Closing, comprising two directors designated by Tiberius (one Nasdaq-independent) and five designated by IGI (two Nasdaq-independents). The parties covenant to secure new employment agreements for specified IGI senior management and to adopt a Pubco equity incentive plan sized at 10% of post-Closing outstanding shares. Transaction valuation and structure claims: The Business Combination Agreement calculates the Transaction Consideration as 1.22 times the most recent month-end consolidated book equity plus qualifying out-of-pocket expenses, scaled by the ratio of Purchased Shares to total outstanding IGI shares. Of that consideration, $80,000,000 allocates to cash ($65,000,000 to Jabsheh, $0 to his family members, and $15,000,000 pro rata to remaining sellers); the equity balance pays the remainder in Pubco shares priced at the Redemption Price. A 2.5% escrow provision covers downside adjustments, with unlimited upside issuance for positive true-ups. Concurrently, the Warrant Purchase Agreement records Tiberius purchasing 3,000,000 warrants from Church Mutual Insurance Company for an aggregate $2,250,000 ($0.75 per warrant). Litigation and risk framework: The Cautionary Note Regarding Forward-Looking Statements warns that actual results may differ materially due to risks including agreement termination, regulatory delays, financing failures, NASDAQ listing maintenance, combination-related operational disruption, cost escalation, legal/regulatory shifts, and macroeconomic factors. All representations and warranties were made solely for contractual risk allocation between the contracting parties rather than as independent factual verifications, with disputes channeled to ICC arbitration in New York County. No customer portfolios, historical revenue lines, technological roadmaps, or external market valuations were disclosed in the filing.

For investors tracking redemption mechanics, trust preservation, and sponsor conduct, the disclosed $100,000,000 cash floor and structured financing pipeline demonstrate the contractual safeguards intended to fund the $80,000,000 seller payout and cover expenses even if public redemptions peak, while the explicit trust account waiver clarifies that post-combination entity affiliates cannot access public trust funds, leaving redemption economics dependent solely on the public float and trust yield. The March 15, 2020 deadline imposes a strict timeline for the special meeting and proxy distribution, with extension authority contingent on shareholder votes. Concerning sponsor alignment, the earnout framework ties founder liquidity events to post-merger share performance benchmarks, aligning long-term incentives, though the reallocation of warrants and founder shares shifts the initial capital composition and introduces layered vesting windows controlled by Lagniappe Ventures LLC. Beyond mechanics, according to the Non-Competition Agreement and business descriptions included in the filing, IGI operates in commercial property and casualty insurance and reinsurance across Asia, Africa, the Middle East, the Americas, and Continental Europe, binding Wasef Jabsheh to a three-year restriction limiting passive competitor ownership to no more than 3% and prohibiting solicitation of employees or customers for six months pre-solicitation. The registrant also outlines a seven-member post-merger board structure (two Tiberius-designated directors and five IGI-designated directors, each group required to include independent directors under Nasdaq rules), a ten percent equity incentive plan allocation for Pubco, lock-up restrictions ending at varying intervals (six months to one year) or upon price triggers of $12.00 over 20 of 30 trading days, and standard registration rights obligating Pubco to file resale statements within 30 days after closing. As emphasized by the registrant’s Cautionary Note and Governing Law section, all representations, warranties, covenants, and financial figures remain strictly contractual allocations between the parties governed by New York law, subject to arbitration, and are expressly qualified as risk-allocation tools rather than independent factual assertions.

What changed: EXTENSION proxy, not the deal vote. Tiberius called a special meeting for 19 Mar 2020 on two proposals: amend the charter to move the business-combination deadline from 20 Mar 2020 to 20 Apr 2020, and an adjournment proposal. A SEPARATE Business Combination Special Meeting on the IGI (International General Insurance) merger was already called for 13 Mar 2020. The filing states the redemption price per share on the record date was 'approximately $10.42', on a trust of 'approximately $178.9 million', and that holders must tender at least two business days before the meeting. Why it matters: The extension is a fallback, not a schedule: the filing says Tiberius will cancel the meeting and not implement the Extension if the combination closes on or before 19 Mar 2020, so the event a holder must track is the deal vote, not this one. Shares already tendered for the deal vote are automatically submitted for redemption here. The $10.42 is the document's own record-date estimate, only 'expected to be the same approximate amount' two business days before the meeting; the filing says redeeming would net about $0.03 less than selling at the record-date close of $10.45.

What changed: The same Tiberius report filed as definitive additional proxy materials on Schedule 14A. Content matches the Form 8-K at accession 0001213900-20-005190 — Item 7.01 furnishing IGI's March 2, 2020 preliminary unaudited 2019 results release as Exhibit 99.1 and its February 24, 2020 board release as Exhibit 99.2, and restating the October 10, 2019 Business Combination Agreement under which IGI shareholders receive Pubco common shares plus $80.0 million of aggregate cash consideration — and differs only in the form under which it was submitted. Why it matters: A merger-related 8-K is routinely filed again as DEFA14A, so this row duplicates 0001213900-20-005190 rather than adding an event and an activity count keyed to accessions will double it. The limits carry over: both exhibits are furnished and not filed, the 2019 figures are preliminary, condensed and unaudited, and the report states no meeting date, redemption deadline, per-share trust figure or minimum-cash condition. It does confirm the F-4 is effective and the proxy has been mailed.

What changed: Tiberius Acquisition Corporation's Form 8-K, event date March 2, 2020. Item 7.01 furnishes two IGI press releases: Exhibit 99.1 of March 2, 2020 announcing IGI's preliminary condensed unaudited full-year 2019 financial results, and Exhibit 99.2 of February 24, 2020 naming the board that will hold office on closing. The report restates the October 10, 2019 Business Combination Agreement: Tiberius merges with and into Merger Sub, and IGI shareholders exchange their share capital for Pubco common shares plus aggregate cash consideration of $80.0 million. Why it matters: The $80.0 million cash component is the report's own restatement of the agreement and the clearest consideration figure in this part of the file; it goes to IGI shareholders, not to Tiberius holders. Both press releases are furnished under General Instruction B.2 and expressly not filed, so the 2019 results are preliminary, condensed and unaudited and carry no Section 18 liability. The report says the Form F-4 has been declared effective and the proxy statement mailed to stockholders as of the record date, but it states no meeting date, redemption deadline or trust figure.

What changed: A Rule 425 communication filed by International General Insurance Holdings Ltd on March 2, 2020 with Tiberius Acquisition Corporation as subject company. The only machine-readable text in the document is its cover legend: the Rule 425 and Rule 14a-12 recitals, the subject company, commission file number 001-38422, and the date. The substance was filed as a set of 37 images alongside it, so no narrative, figure, date or term of the transaction is readable from this accession. Why it matters: Recorded as a cover-page extract, not a summary of contents. The filing is a communication about the Tiberius/IGI combination, but nothing in it is machine-readable and no claim about its contents should be drawn from this row; the images would need a human or an OCR pass before anything here could be relied on. Flagged for review with low confidence for that reason, so it is held out of the retrieval corpus rather than answering questions from a cover page.(flagged for human review)

What changed: Rule 425 filing by Tiberius of its February 27, 2020 press release announcing the record and meeting dates for the extension vote. The special meeting is set for 10:00 a.m. Eastern on March 19, 2020 at Ellenoff Grossman & Schole LLP in New York, with stockholders of record as of February 14, 2020 entitled to vote, on a proposal to amend the charter to move the date by which Tiberius must complete its initial business combination from March 20, 2020 to April 20, 2020. Tiberius filed its preliminary proxy statement the same day. Why it matters: Tiberius says it expects to close the IGI combination on March 17 and that the extension will be implemented only if more time is needed — the meeting is cancelled if the deal completes on or before March 19, and the amendment is not filed if it completes on March 20. April 20, 2020 is therefore a contingent outer date, not the operative deadline, which remains the charter's March 20. Holders who already elected redemption carry over automatically. IGI's PRA, FCA, BMA and DFSA approvals are recited as already received.

What changed: The counterpart Rule 425 filing of the same February 27, 2020 Tiberius press release, submitted by International General Insurance Holdings Ltd rather than by Tiberius, with Tiberius as subject company. Content is identical: a special meeting at 10:00 a.m. Eastern on March 19, 2020 at Ellenoff Grossman & Schole LLP, a record date of February 14, 2020, and a proposal to extend the date by which Tiberius must complete its business combination from March 20, 2020 to April 20, 2020, with the preliminary proxy filed February 27. Why it matters: Both parties file the same Rule 425 communication, so this row and 0001213900-20-004947 are one announcement in two accessions and an activity count keyed to accessions will double it. The substance carries over: the extension is conditional on Tiberius determining at the time of the meeting that it may not close by March 20, the meeting is cancelled if the combination completes on or before March 19, and the company says it expects to close on March 17. The release states no trust balance and no per-share redemption price.

What changed: Tiberius Acquisition Corporation's preliminary proxy statement, marked subject to completion, for a special meeting on March 19, 2020 at 10:00 a.m. Eastern at Ellenoff Grossman & Schole LLP, New York. Two proposals: an Extension Amendment to amend the certificate of incorporation to move the date by which Tiberius must consummate a business combination from March 20, 2020 to April 20, 2020, and an Adjournment Proposal if votes are insufficient. The extension is sought to allow more time to close the IGI combination under the Business Combination Agreement dated October 10, 2019. Why it matters: March 20, 2020 is the Termination Date written into the charter, and the extension is contingent: Tiberius will hold the meeting and file the amendment only if it has determined by then that it may not close in time; if the combination completes on or before March 19 the meeting is cancelled, and if it completes on March 20 the extension is not implemented. A separate Business Combination Meeting is set for March 13, 2020. Public shareholders may redeem for their pro rata share of the trust if the extension is implemented; shares already submitted for the combination vote carry over.

What changed: The counterpart Rule 425 filing of the same February 26, 2020 release, submitted by International General Insurance Holdings Ltd rather than by Tiberius, with Tiberius named as subject company. Text is identical: PRA approval received February 24 and FCA approval February 25, described as the last remaining insurance regulatory approvals for the combination, with Bermuda Monetary Authority and Dubai Financial Services Authority approvals already in hand, and closing intended as promptly as practicable after the remaining conditions are satisfied. Why it matters: Both parties file the same Rule 425 communication, so this row and 0001213900-20-004832 are one announcement in two accessions; treating them as separate events double-counts the regulatory clearance on the Tiberius deal file. The substance is unchanged and so are the gaps: no meeting date, no redemption deadline, no per-share trust figure, and a closing described only as as promptly as practicable. The NASDAQ tickers IGIC and IGICW for the Bermuda parent are stated as expectations, not accomplished listings.

What changed: Rule 425 filing by Tiberius Acquisition Corp of a February 26, 2020 IGI press release: IGI has received regulatory approval from the UK Prudential Regulation Authority, granted February 24, 2020, and from the Financial Conduct Authority, granted February 25, 2020, in connection with the Tiberius business combination. The release states these were the last remaining insurance regulatory approvals needed to complete the transaction, IGI having already obtained approvals from the Bermuda Monetary Authority and the Dubai Financial Services Authority. Why it matters: Regulatory clearance is a closing condition rather than a date, and the release says the insurance-regulator condition is now satisfied in full, leaving the Tiberius shareholder vote and the other conditions in the Business Combination Agreement. Closing timing is stated only as as promptly as practicable once those are met, so nothing here fixes a date. The release describes the post-closing structure: a Bermuda parent, International General Insurance Holdings Ltd., with the existing IGI as its subsidiary, whose shares and warrants are expected to list on NASDAQ as IGIC and IGICW.