As
filed with the Securities and Exchange Commission on May 17, 2024.
Registration
No. 333-278175
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No.1
to
FORM
F-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Indonesia
Energy Corporation Limited
(Exact
name of registrant as specified in its charter)
Not
Applicable
(Translation
of registrant’s name into English)
Cayman
Islands |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification Number) |
GIESMART
PLAZA 7th Floor
Jl.
Raya Pasar Minggu No. 17A
Pancoran
– Jakarta 12780 Indonesia
(Address
and telephone number of Registrant’s principal executive offices)
James
J. Huang
Chief
Investment Officer
GIESMART
PLAZA 7th Floor
Jl.
Raya Pasar Minggu No. 17A
Pancoran
– Jakarta 12780 Indonesia
+62
21 576 8888
(Name,
address, and telephone number of agent for service)
Copies
to:
Barry
I. Grossman Esq.
Lawrence
A. Rosenbloom, Esq.
Ellenoff
Grossman &Schole LLP
1345
Avenue of the Americas, 11th Floor
New
York, NY 10105
Tel:
(212) 370-1300
Fax:
(212) 370-7889
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY
NOTE
This
registration statement contains:
|
● |
a
base prospectus, which covers the offering, issuance and sale by the registrant of up to a maximum aggregate offering price of $50,000,000
of the registrant’s ordinary shares, preferred shares, warrants, debt securities, rights, depositary shares, and/or units from
time to time in one or more offerings; and |
|
|
|
|
● |
a
sales agreement prospectus, which covers the offering, issuance and sale by the registrant of up to a maximum aggregate offering
price of approximately $9,600,000 of the registrant’s ordinary shares that may be issued and sold from time to
time under an At The Market Offering Agreement, dated December 14, 2022, as amended on March 22, 2024, with H.C. Wainwright &
Co., LLC, as sales agent. |
The
base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus
will be specified in a prospectus supplement to the base prospectus. The sales agreement prospectus immediately follows the base prospectus.
The $9,600,000 of ordinary shares that may be offered, issued and sold by the registrant under the sales agreement prospectus
is included in the $50,000,000 of securities that may be offered, issued and sold by the registrant under the base prospectus. In connection
with such offers and when accompanied by the base prospectus included in the registration statement of which this prospectus forms a
part, such sales agreement prospectus will be deemed a prospectus supplement to such base prospectus. Upon termination of the sales agreement
with H.C. Wainwright & Co., LLC, any portion of the $9,600,000 included in the sales agreement prospectus that is not sold
pursuant to the sales agreement will be available for sale in other offerings pursuant to the base prospectus and a corresponding prospectus
supplement, and if no shares are sold under the sales agreement, the full $50,000,000 of securities may be sold in other offerings pursuant
to the base prospectus and a corresponding prospectus supplement.
The
information in this prospectus is not complete and may be changed. We cannot sell these securities until the registration statement that
we have filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where their offer or sale is not permitted.
PROSPECTUS |
Subject
to Completion, dated May 17, 2024. |
Indonesia
Energy Corporation Limited
US$50,000,000
Ordinary
Shares
Preferred
Shares
Warrants
Debt
Securities
Rights
Depositary
Shares
Units
Indonesia
Energy Corporation Limited (the “Company,” “we,” “us,” “our”) may offer the securities
described in this prospectus from time to time in amounts, at prices and on terms to be determined at or prior to the time of the offering.
We refer to the ordinary shares, the preferred shares, the warrants, the debt securities, the rights, the depositary shares and the units
comprised of, or other combinations of, the foregoing securities as the “Securities”. This prospectus describes the general
manner in which the Securities may be offered using this prospectus. We will provide specific terms and offering prices of these Securities
in supplements to this prospectus. Any supplement to this prospectus may also add, update or change information contained in this prospectus.
You should read this prospectus and the accompanying prospectus supplements carefully before you invest in the Securities.
We
may offer the Securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents
or directly to investors (including our shareholders), on a continuous or delayed basis. The supplement to this prospectus for each offering
of Securities will describe in detail the plan of distribution for that offering.
Our
ordinary shares are listed on the NYSE American under the symbol “INDO”.
We
are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company
reporting requirements.
So
long as the aggregate market value worldwide of our outstanding common equity held by non-affiliates (which we refer to as our public
float) is less than US$75 million, the aggregate market value of Securities sold by us under this prospectus during the period of 12
calendar months immediately prior to, and including, the date of sale may be no more than one-third of the public float. The aggregate
market value of our outstanding ordinary shares held by non-affiliates was approximately $28,808,815, based on 10,202,694 ordinary shares
outstanding as of May 15, 2024, of which 4,738,292 ordinary shares were held by non-affiliates, and a per share price of $6.08, which
was the highest closing price on the NYSE American of our ordinary shares during the last 60 days.
An
investment in our Securities is speculative and involves significant risks. See “Risk Factors” beginning on page 2
of this prospectus and under similar headings in any amendment or supplement to this prospectus or as updated by any subsequent filing
with the Securities and Exchange Commission that is incorporated by reference herein.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2024.
TABLE
OF CONTENTS
You
should rely only on the information provided by this prospectus, any prospectus supplement and any information incorporated by reference.
We have not authorized anyone else to provide you with different or additional information or to make any representations other than
those contained in or incorporated by reference to this prospectus or any accompanying prospectus supplement. We have not taken any action
to permit a public offering of the Securities described in this prospectus outside the United States or to permit the possession or distribution
of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must observe
any restrictions relating to the offering of the Securities described in this prospectus and the distribution of this prospectus outside
of the United States. This prospectus is not an offer to sell, or solicitation of an offer to buy, any Securities in any circumstances
under which the offer of solicitation is unlawful.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration process. Under this process, we may, from time to time, sell any combination of the Securities in
one or more offerings. The Securities to be sold pursuant to this registration statement may have a total aggregate value of up to US$50,000,000.
This prospectus does not contain all of the information included in the registration statement. You should refer to the registration
statement including the exhibits before making a decision to purchase any Securities described in this prospectus.
The
information in this prospectus is accurate as of the date on the front cover of this prospectus. Neither the delivery of this prospectus
nor the sale of any Securities described in this prospectus means that information contained in this prospectus is correct after the
date of this prospectus or as of any other date. We will provide a prospectus supplement each time we sell any Securities described in
this prospectus and you should read both this prospectus and the prospectus supplement, together with any information incorporated by
reference, before making an investment decision.
A
prospectus supplement may provide updated, changed or additional information to the information contained in this prospectus. You should
rely on the information contained in the prospectus supplement to the extent there is any conflict between the information contained
in this prospectus and the prospectus supplement. Any statement in a prospectus supplement or any document incorporated by reference
with a later date will supersede or modify an earlier statement in any document with an earlier date. Any information incorporated by
reference is only accurate as of the date of the document incorporated by reference. You may access the registration statement, exhibits
and other reports we file with the SEC on its website. More information regarding how you can access this and other information is included
under the heading “Where You Can Find Additional Information.”
Unless
otherwise indicated or the context implies otherwise:
|
● |
“debt securities” refers to our debt securities which may be issued under this registration statement; |
|
|
|
|
● |
“depositary
shares” refers to our depositary shares which may be issued under this registration
statement;
|
|
|
|
|
● |
“Government” refers
to the government of Indonesia or its agencies; |
|
|
|
|
● |
“Indonesia
Energy”, “we”, “us”, “our” or the “Company” refers to Indonesia Energy Corporation
Limited and its direct and indirect subsidiaries, unless the context requires otherwise;
|
|
|
|
|
● |
“ordinary
shares” refers to our ordinary shares, par value $0.00267 per share, which may be issued under this registration statement; |
|
|
|
|
● |
“preferred
shares” refers to our preferred shares which may be issued under this registration statement; |
|
|
|
|
● |
“rights” refers to rights to purchase Securities which may be issued under this registration statement; |
|
|
|
|
● |
“Securities” refers to ordinary
shares, preferred shares, warrants, debt securities, rights, depositary shares and units comprised of, or other combinations of, the foregoing
securities; |
|
|
|
|
● |
“units” refers to units of Securities which may be issued under this registration statement;
and |
|
|
|
|
● |
“warrants”
refers to our warrants which may be issued under this registration statement. |
Unless
otherwise noted, all other financial and other data related to our Company in this prospectus and any prospectus supplement is presented
in U.S. dollars. All references to “$” or “US$” in this prospectus and any prospectus supplement mean U.S. dollars
unless the context otherwise requires. Our fiscal year end is December 31. References to a particular “fiscal year” are to
our fiscal year ended December 31 of that calendar year.
CAUTIONARY
NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This
prospectus, any prospectus supplement, any free writing prospectus, and the documents incorporated by reference may contain forward-looking
statements that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than
statements of historical fact included in this prospectus, any prospectus supplement, any free writing prospectus, or the documents incorporated
by reference, regarding our strategy, future operations, financial position, projected costs, prospects, plans and objectives of management
are forward-looking statements. When used in this prospectus, any prospectus supplement, any free writing prospectus, or the documents
incorporated by reference, the words “could,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “may,” “continue,” “predict,” “potential,” “project,”
or the negative of these terms, and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. These statements involve known and unknown risks, uncertainties and other important factors
that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed
or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement
contained in this prospectus, any prospectus supplement, any free writing prospectus, and the documents incorporated by reference, we
caution you that these statements are based on a combination of facts and important factors currently known by us and our expectations
of the future, about which we cannot be certain.
Forward-looking
statements may include statements about:
|
● |
our
overall ability (including our anticipated timing) to meet our goals and strategies, including our plans to continue to conduct seismic interpretation activities, and drill additional wells at Kruh Block, to drill and develop Citarum Block or acquire
rights in additional oil and gas assets in the future; |
|
|
|
|
● |
The
economic and capital markets impact of macro-economic and other conditions beyond our control (such as the war between Russia
and Ukraine, the conflict between Israel and Hamas, inflation, interest rates and the political situation in Indonesia) on the
demand for our oil and gas products in Indonesia and the price of our oil and gas products; |
|
|
|
|
● |
our
ability to estimate our oil reserves; |
|
|
|
|
● |
our
ability to anticipate our capital needs, financial condition and results of operations; |
|
|
|
|
● |
the
anticipated prices for, and volatility in the prices for, oil and gas products and the
growth of the oil and gas market in Indonesia and worldwide; |
|
|
|
|
● |
our
expectations regarding our relationships with the Indonesian government (“Government”)
and its oil and gas regulatory agencies; |
|
|
|
|
● |
relevant
Government policies and regulations relating to our industry; and |
|
|
|
|
● |
our
corporate structure and related laws, rules and regulations. |
All
forward-looking statements speak only as of the date of this prospectus or, in the case of any prospectus supplement, any free writing
prospectus, or any document incorporated by reference, that prospectus supplement, free writing prospectus or document. You should not
place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions
reflected in or suggested by the forward-looking statements we make in this prospectus are reasonable, we can give no assurance that
these plans, objectives, expectations or intentions will be achieved. Important factors that could cause our actual results to differ
materially from our expectations are disclosed and described under “Risk Factors”, elsewhere in this prospectus, any prospectus
supplement, any free writing prospectus and in filings incorporated by reference.
The
forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made
in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the
occurrence of unanticipated events.
PROSPECTUS
SUMMARY
This
summary provides a brief overview of information contained elsewhere in this prospectus and incorporated by reference. This summary does
not contain all of the information that you should consider before investing in the Securities. You should read the entire prospectus
carefully before making an investment decision, including the information presented under the headings “Risk Factors,” “Cautionary
Note Regarding Forward-Looking Statements” and all information incorporated by reference, including our Annual Report on Form 20-F
and the accompanying historical consolidated financial statements and the related notes to those financial statements.
Overview
We
are an oil and gas exploration and production company focused on the Indonesian market. Alongside operational excellence, we believe
we have set the highest standards for ethics, safety and corporate social responsibility practices to ensure that we add value to society.
Led by a professional management team with extensive oil and gas experience, we seek to bring forth at all times the best of our expertise
to ensure the sustainable development of a profitable and integrated energy exploration and production business model.
We
currently have rights through contracts with the Government to one oil and gas producing block (Kruh Block) and one oil and gas exploration
block (Citarum Block). We may seek to acquire or otherwise obtain rights to additional oil and gas producing assets.
We
produce oil through PT Green World Nusantara (“Green World”), our indirect wholly-owned subsidiary which operates the Kruh
Block under an agreement with PT Pertamina (Persero), the Indonesian state-owned oil and gas company (“Pertamina”). Our operatorship
Kruh Block previously ran until May 2030 under a ten-year Operations Cooperation Agreement, known as Joint Operation Partnership (the
“KSO”), between Green World and Pertamina. Kruh Block covers an area of 258 km2 (63,753 acres) and is located onshore 16
miles northwest of Pendopo, Pali, South Sumatra. In December 2022, we started our negotiations with Pertamina for a five-year extension
of our contract for Kruh Block. Effective August 9, 2023, Green World and Pertamina executed an amendment to the KSO (the “Amended
KSO”) that extended the expiration date of our operatorship of Kruh Block to September 2035. This extension effectively
gives us 13 years to fully develop the existing three oil fields, and five other undeveloped oil and gas bearing structures
at Kruh Block. Further, the Amended KSO increases our after-tax profit split from the current 15% to 35%, for an increase of more than
100%. We received Pertamina’s signature to the Amended KSO in early September 2023.
Citarum
Block is an exploration block covering an area of 3,924.67 km2 (969,807 acres). This block is located onshore in West Java and only 16
miles south of the capital city of Indonesia, Jakarta. Our rights to Citarum Block run until July 2048 under Production Sharing Contract
(“PSC”) agreement with the Indonesian Special Task Force for Upstream Oil and Gas Business Activities (“SKK Migas”).
Corporate
Information
Our
principal executive offices are located at GIESMART PLAZA 7th Floor, Jl. Raya Pasar Minggu No.17A Pancoran Jakarta –
12780, Indonesia. Our telephone number at this address is +62 21 576 8888. Our registered office in the Cayman Islands is located at
Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands. Our web site is located at www.indo-energy.com.
The information contained on our website is not incorporated by reference into this prospectus or any prospectus supplement hereto, and
the reference to our website in this prospectus is an inactive textual reference only.
The
Securities We May Offer
We
may offer and sell from time to time up to an aggregate of $50,000,000 of any of, or units comprised of, or other combinations of, the
following Securities: ordinary shares, preferred shares, warrants, debt securities, rights to purchase securities, depositary
shares or units.
We
will describe the terms of any such offering in a supplement to this prospectus. Any prospectus supplement may also add, update, or change
information contained in this prospectus. Such prospectus supplement will contain, among other pertinent information, the following information
about the offered Securities:
|
● |
title
and amount; |
|
● |
offering
price, underwriting discounts and commissions or agency fees, and our net proceeds; |
|
● |
any
market listing and trading symbol; |
|
● |
names
of lead or managing underwriters or placement or other agents and description of underwriting or agency arrangements; and |
|
● |
the
specific terms of the offered Securities. |
This
prospectus may not be used to offer or sell Securities without a prospectus supplement which includes a description of the method and
terms of the particular offering.
RISK
FACTORS
An
investment in our Securities is speculative and involves significant risks. You should carefully consider the risks described
under “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023 (“2023 Annual Report”),
as filed with the SEC on April 26, 2024, and all other information contained in, or incorporated by reference in, this prospectus
and any prospectus supplement or related free writing prospectus before you decide to invest in the Securities. If any such risks actually
occur, our business, prospects, financial condition, results of operations and cash flow could be materially and adversely affected,
thus potentially causing the trading price of any or all of our Securities to decline and you could lose all or part of your investment.
Such
risks are not exhaustive. We may face additional risks that are presently unknown to us or that we believe to be immaterial as of the
date of this prospectus. Known and unknown risks and uncertainties may significantly impact and impair our business operations.
In
addition to the risks described under “Risk Factors” in our 2023 Annual Report and our future
annual and other reports as filed with the SEC from time to time, important factors that, in our view, could cause actual results to
differ materially from those discussed in the forward-looking statements include among other things:
|
● |
Our
overall ability (including our anticipated timing) to meet our goals and strategies, including
our plans to continue to conduct seismic interpretation activities and drill additional wells at Kruh Block, to drill and develop
Citarum Block or acquire rights in additional oil and gas assets in the future; |
|
|
|
|
● |
The
economic and capital markets impact of macro-economic and other conditions beyond our control (such as the war between Russia
and Ukraine, the conflict between Israel and Hamas, inflation, interest rates and the political situation in Indonesia) on the
demand for our oil and gas products in Indonesia and the price of our oil and gas products; |
|
● |
Our
ability to estimate our oil reserves; |
|
|
|
|
● |
Our
ability to anticipate our capital needs, financial condition and results of operations; |
|
|
|
|
● |
The
anticipated prices for, and volatility in the prices for, oil and gas products and the
growth of the oil and gas market in Indonesia and worldwide; |
|
|
|
|
● |
Our
expectations regarding our relationships with the Government and its oil and gas regulatory agencies; |
|
|
|
|
● |
Relevant
Government policies and regulations relating to our industry; and |
|
|
|
|
● |
Our
corporate structure and related laws, rules and regulations. |
OFFER
STATISTICS AND EXPECTED TIMETABLE
We
may sell from time to time pursuant to this prospectus (as may be detailed in one or more prospectus supplements) an indeterminate number
of Securities as shall have a maximum aggregate offering price of $50,000,000. The actual price and terms of the Securities that we will
offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer.
Pursuant
to General Instruction I.B.5 of Form F-3, in no event will we sell Securities pursuant to the registration statement of which this prospectus
forms a part with a value of more than one-third of the aggregate market value of our ordinary shares held by non-affiliates in any 12
calendar month period, so long as the aggregate market value of our ordinary shares held by non-affiliates is less than $75,000,000.
In the event that subsequent to the effective date of the registration statement of which this prospectus forms a part, the aggregate
market value of our outstanding ordinary shares held by non-affiliates equals or exceeds $75,000,000, then the one-third limitation on
sales shall not apply to additional sales made pursuant to this registration statement. We will state on the cover of each prospectus
supplement the amount of our outstanding ordinary shares held by non-affiliates, the amount of Securities being offered and the amount
of Securities sold during the prior 12 calendar month period that ends on, and includes, the date of the prospectus supplement.
USE
OF PROCEEDS
Unless
otherwise indicated in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of the Securities for general
corporate purposes and to advance our commercial seismic, drilling and exploration operations. We may also use a portion of the net proceeds
towards the possible acquisition of, or investment in, additional oil producing or exploratory blocks. Proceeds may also be used at our
discretion for specific purposes described in any prospectus supplement. Pending these uses, we intend to invest the net proceeds primarily
in bank deposits.
As
of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we may have upon completion
of an offering or offerings. Accordingly, we will retain broad discretion over the use of these proceeds.
CAPITALIZATION
A
prospectus supplement or report on Form 6-K incorporated by reference into the registration statement of which this prospectus forms
a part will include information on our consolidated capitalization.
DESCRIPTION
OF SHARE CAPITAL
General.
We are authorized to issue 37,500,000 ordinary shares of par value US$0.00267 each. As of May 15, 2024, we had 10,202,694
ordinary shares outstanding. All of our issued and outstanding ordinary shares are fully paid and non-assessable. Certificates representing
the ordinary shares are issued in registered form and are issued when registered in our register of members. Our shareholders, whether
or not they are non-residents of the Cayman Islands, may freely hold and transfer their ordinary shares in accordance with the Memorandum
and Articles of Association.
Dividends.
The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our articles of association
provide that our board of directors may declare and pay dividends if justified by our financial position and permitted by law.
Voting
Rights. In respect of all matters subject to a shareholders’ vote, each ordinary share is entitled to one vote. Voting
at any meeting of shareholders is by show of hands unless voting by way of a poll is required by the rules of any stock exchange on which
our shares are listed for trading, or a poll is demanded by the chairman of such meeting, at least two shareholders having the right
to vote at the meeting or one or more shareholders holding not less than 10% of the total voting rights of all shareholders having the
right to vote at the meeting. A quorum required for a meeting of shareholders consists of one shareholder who holds at least one-third
of our issued voting shares. Shareholders’ meetings may be held annually. Each general meeting, other than an annual general meeting,
shall be an extraordinary general meeting. Extraordinary general meetings may be called by a majority of our board of directors or upon
a requisition of shareholders holding at the date of deposit of the requisition not less than 10% of the aggregate share capital of our
company that carries the right to vote at a general meeting, in which case an advance notice of at least 21 clear days is required for
the convening of our annual general meeting and other general meetings by requisition of the shareholders. An ordinary resolution to
be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary
shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching
to the ordinary shares cast at a meeting. A special resolution will be required for important matters such as a change of name or making
changes to our Memorandum and Articles of Association.
Transfer
of Ordinary Shares. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her
ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors. Our board
of directors may, in its absolute discretion, decline to register any transfer of any share that has not been fully paid up or is subject
to a company lien. If our board of directors refuses to register a transfer, it shall, within three months after the date on which the
transfer was lodged, send to each of the transferor and the transferee notice of such refusal. This, however, is unlikely to affect market
transactions of the ordinary shares purchased by investors in the public offering. Since our ordinary shares are listed on the NYSE American,
the legal title to such ordinary shares and the registration details of those ordinary shares in our register of members remain with
DTC/Cede & Co. All market transactions with respect to those ordinary shares will then be carried out without the need for any kind
of registration by the directors, as the market transactions will all be conducted through the DTC systems.
The
registration of transfers may, on 14 calendar days’ notice being given by advertisement in such one or more newspapers or by electronic
means, be suspended at such times and for such periods as our board of directors may determine, provided, however, that the registration
of transfers shall not be suspended, and the register may not be closed, for more than 30 days in any year as our board of directors
may determine.
Calls
on Ordinary shares and Forfeiture of Ordinary Shares. Subject to the terms of overallotment, our board of directors may from
time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at
least 14 clear days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject
to forfeiture.
Redemption
of Ordinary Shares. The Companies Act and our Articles of Association permit us to purchase our own shares. In accordance with
our Articles of Association and provided the necessary shareholders or board approval have been obtained, we may issue shares on terms
that are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner, provided
the requirements under the Companies Act have been satisfied, including out of any combination of capital, our profits and the proceeds
of a fresh issue of shares.
Inspection
of Books and Records. Holders of our shares will have no general right under the Companies Act to inspect or obtain copies of
our register of members or our corporate records.
Issuance
of Additional Shares. Our Articles of Association authorizes our board of directors to issue additional ordinary shares from
time to time as our board of directors shall determine, to the extent of available authorized but unissued shares. Our Articles of Association
also authorizes our board of directors to establish from time to time one or more series of preferred shares and to determine, with respect
to any series of preferred shares, the terms and rights of that series, including:
|
● |
the
designation of the series to be issued; |
|
|
|
|
● |
the
number of shares of the series; |
|
|
|
|
● |
the
dividend rights, dividend rates, conversion rights, voting rights; and |
|
|
|
|
● |
the
rights and terms of redemption and liquidation preferences. |
Our
board of directors may issue preferred shares without action by our shareholders to the extent authorized but unissued. Issuance of these
shares may dilute the voting power of holders of ordinary shares.
Anti-Takeover
Provisions. Some provisions of our articles may discourage, delay or prevent a change in control of our company or management
that shareholders may consider favorable, including provisions that authorize our board of directors to issue shares at such times and
on such terms and conditions as the board of directors may decide without any further vote or action by our shareholders. Under the Companies
Act, our directors may only exercise the rights and powers granted to them under our articles for what they believe in good faith to
be in the best interests of our company and for a proper purpose.
Anti-money
Laundering—Cayman Islands. In order to comply with legislation or regulations aimed at the prevention of money laundering,
we may be required to adopt and maintain anti-money laundering procedures and may require subscribers to provide evidence to verify their
identity. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures
(including the acquisition of due diligence information) to a suitable person.
We
reserve the right to request such information as is necessary to verify the identity of a subscriber. In the event of delay or failure
on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application,
in which case any funds received will be returned without interest to the account from which they were originally debited.
We
also reserve the right to refuse to make any redemption payment to a shareholder if our directors or officers suspect or are advised
that the payment of redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering or other laws
or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance
with any such laws or regulations in any applicable jurisdiction.
If
any person resident in the Cayman Islands knows or suspects or has reason for knowing or suspecting that another person is engaged in
criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their
attention in the course of their business in the regulated sector, or other trade, profession, business or employment, the person will
be required to report such knowledge or suspicion to (i) a nominated officer (appointed in accordance with the Proceeds of Crime Act
(Revised) of the Cayman Islands) or the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (Revised),
if the disclosure relates to criminal conduct or money laundering or (ii) to a police constable or a nominated officer (pursuant to the
Terrorism Act (Revised) of the Cayman Islands) or the Financial Reporting Authority, pursuant to the Terrorism Act (Revised), if the
disclosure relates to involvement with terrorism or terrorist financing and terrorist property. Such a report shall not be treated as
a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
Data
Protection in the Cayman Islands – Privacy Notice. This privacy notice explains the manner in which we collect, process,
and maintain personal data about investors of the Company pursuant to the Data Protection Act, 2017 of the Cayman Islands, as amended
from time to time and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPA”).
We
are committed to processing personal data in accordance with the DPA. In our use of personal data, we will be characterized under the
DPA as a “data controller,” whilst certain of our service providers, affiliates, and delegates may act as “data processors”
under the DPA. These service providers may process personal information for their own lawful purposes in connection with services provided
to us.
By
virtue of your investment in the Company, we and certain of our service providers may collect, record, store, transfer, and otherwise
process personal data by which individuals may be directly or indirectly identified.
Your
personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for us to perform a contract
to which you are a party or for taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with
any legal, tax, or regulatory obligation to which we are subject, or (c) where the processing is for the purposes of legitimate interests
pursued by us or by a service provider to whom the data are disclosed. As a data controller, we will only use your personal data for
the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.
We
anticipate that we will share your personal data with our service providers for the purposes set out in this privacy notice. We may also
share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions
or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances,
we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation
(whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do
so (e.g. to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).
Your
personal data shall not be held by the Company for longer than necessary with regard to the purposes of the data processing.
We
will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements
of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that
data.
We
will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational
information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental
loss, destruction, or damage to the personal data.
If
you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements
such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in
relation to your investment into the Company, this will be relevant for those individuals and you should inform such individuals of the
content.
You
have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy
notice fulfils our obligation in this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to
stop direct marketing, (d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent
and require us to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be
notified of a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries
or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer
your personal data, general measures we take to ensure the security of personal data, and any information available to us as to the source
of your personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require us
to delete your personal data in some limited circumstances.
If
you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you
have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman
can be contacted by accessing their website at www.ombudsman.ky.
DESCRIPTION
OF PREFERRED SHARES
We
are authorized to issue 3,750,000 preferred shares of a par value of $0.00267 each. Subject to the Companies Act, our directors may,
in their absolute discretion and without the approval of the shareholders, create and designate out of the unissued preferred shares
of our company one or more classes or series of preferred shares, comprising such number of preferred shares and having such designations,
powers, preferences, privileges and other rights, including dividend rights, voting rights, conversion rights, terms of redemption and
liquidation preferences, as our directors may determine.
We
do not have any preferred shares issued and outstanding as of the date of this prospectus. In the future we may issue preferred shares
that could be converted into ordinary shares. A prospectus supplement will contain and describe the material terms of any preferred shares
that we offer to the public in the United States, along with any material U.S. federal or foreign income tax considerations relating
to the offer of such preferred shares.
DESCRIPTION
OF WARRANTS
We
may issue warrants to purchase ordinary shares in one or more series, together with other Securities or separately, as described in the
applicable prospectus supplement. A general description of terms and provisions of the warrants we may offer is included below. A prospectus
supplement and warrant agreement will contain specific terms of any warrants.
The
prospectus supplement relating to any warrants will contain, as applicable, the following:
|
● |
the
designation, amount and terms of the Securities purchasable on exercise of the warrants; |
|
|
|
|
● |
the
specific designation and aggregate number of, and the price at which we will issue, the warrants; |
|
|
|
|
● |
the
exercise price for ordinary shares and the number of ordinary shares to be received upon exercise of the warrants, if applicable; |
|
|
|
|
● |
the
date on which the right to exercise the warrants will begin and the date on which that right will expire; |
|
|
|
|
● |
whether
the warrants will be issued in fully registered form or bearer form, in definitive or global form, or in any combination of these
forms; |
|
● |
any
material U.S. federal or foreign income tax consequences; |
|
|
|
|
● |
the
identity of the warrant agent and of any other depositaries, paying agents, transfer agents, registrars or other agents; |
|
|
|
|
● |
the
proposed listing, if any, of the warrants or any Securities purchasable upon exercise of the warrants on any securities exchange; |
|
|
|
|
● |
the
date from and after which the warrants and the ordinary shares will be separately transferable, if applicable; |
|
|
|
|
● |
the
minimum or maximum amount of the warrants that may be exercised at any time, if applicable; |
|
|
|
|
● |
any
information with respect to book-entry procedures; |
|
|
|
|
● |
any
anti-dilution provisions of the warrants; |
|
|
|
|
● |
any
redemption or call provisions of the warrants; and |
|
|
|
|
● |
any
additional terms of the warrants, including procedures and limitations with regard to the exercise and exchange of the warrants. |
DESCRIPTION
OF DEBT SECURITIES
As
used in this prospectus, the term “debt securities” means the debentures, notes, bonds and other evidences of indebtedness
that we may issue from time to time. The debt securities will either be senior debt securities, senior subordinated debt or subordinated
debt securities. We may also issue convertible debt securities. Debt securities issued under an indenture (which we refer to herein as
an Indenture) will be entered into between us and a trustee to be named therein.
The
Indenture or forms of Indentures, if any, will be filed as exhibits to the registration statement of which this prospectus is a part.
The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the Indentures and debt securities
are summaries thereof, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of
the provisions of the Indentures (and any amendments or supplements we may enter into from time to time which are permitted under each
Indenture) and the debt securities, including the definitions therein of certain terms.
General.
Unless otherwise specified in a prospectus supplement, the debt securities will be direct secured or unsecured obligations of our
company. The senior debt securities will rank equally with any of our other unsecured senior and unsubordinated debt. The subordinated
debt securities will be subordinate and junior in right of payment to any senior indebtedness.
We
may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount.
Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the
holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together
with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable Indenture
and will be equal in ranking.
Should
an indenture relate to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution of assets
to satisfy our outstanding indebtedness or an event of default under a loan agreement relating to secured indebtedness of our company
or its subsidiaries, the holders of such secured indebtedness, if any, would be entitled to receive payment of principal and interest
prior to payments on the senior indebtedness issued under an Indenture.
Prospectus
Supplement. Each prospectus supplement will describe the terms relating to the specific series of debt securities being offered.
These terms will include some or all of the following:
|
● |
the
title of debt securities and whether they are subordinated, senior subordinated or senior debt securities; |
|
|
|
|
● |
any
limit on the aggregate principal amount of debt securities of such series; |
|
|
|
|
● |
the
percentage of the principal amount at which the debt securities of any series will be issued; |
|
|
|
|
● |
the
ability to issue additional debt securities of the same series; |
|
|
|
|
● |
the
purchase price for the debt securities and the denominations of the debt securities; |
|
|
|
|
● |
the
specific designation of the series of debt securities being offered; |
|
|
|
|
● |
the
maturity date or dates of the debt securities and the date or dates upon which the debt securities are payable and the rate or rates
at which the debt securities of the series shall bear interest, if any, which may be fixed or variable, or the method by which such
rate shall be determined; |
|
|
|
|
● |
the
basis for calculating interest if other than 360-day year or twelve 30-day months; |
|
|
|
|
● |
the
date or dates from which any interest will accrue or the method by which such date or dates will be determined; |
|
|
|
|
● |
the
duration of any deferral period, including the maximum consecutive period during which interest payment periods may be extended; |
|
|
|
|
● |
whether
the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference
to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner
of determining the amount of such payments; |
|
|
|
|
● |
the
dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to the interest
payable on any interest payment date; |
|
|
|
|
● |
the
place or places where the principal of (and premium, if any) and interest on the debt securities will be payable, where any securities
may be surrendered for registration of transfer, exchange or conversion, as applicable, and notices and demands may be delivered
to or upon us pursuant to the applicable Indenture; |
|
|
|
|
● |
the
rate or rates of amortization of the debt securities; |
|
|
|
|
● |
if
we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or in
part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions; |
|
|
|
|
● |
our
obligation or discretion, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through
an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or
prices at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation, and the
other terms and conditions of such obligation; |
|
|
|
|
● |
the
terms and conditions, if any, regarding the option or mandatory conversion or exchange of debt securities; |
|
|
|
|
● |
the
period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the series
may be redeemed, in whole or in part at our option and, if other than by a board resolution, the manner in which any election by
us to redeem the debt securities shall be evidenced; |
|
● |
any
restriction or condition on the transferability of the debt securities of a particular series; |
|
|
|
|
● |
the
portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration
of the maturity of the debt securities in connection with any event of default if other than the full principal amount; |
|
|
|
|
● |
the
currency or currencies in which the debt securities will be denominated and in which principal, any premium and any interest will
or may be payable or a description of any units based on or relating to a currency or currencies in which the debt securities will
be denominated; |
|
|
|
|
● |
provisions,
if any, granting special rights to holders of the debt securities upon the occurrence of specified events; |
|
|
|
|
● |
any
deletions from, modifications of or additions to the events of default or our covenants with respect to the applicable series of
debt securities, and whether or not such events of default or covenants are consistent with those contained in the applicable Indenture; |
|
|
|
|
● |
any
limitation on our ability to incur debt, redeem stock, sell our assets or other restrictions; |
|
|
|
|
● |
the
application, if any, of the terms of the applicable Indenture relating to defeasance and covenant defeasance (which terms are described
below) to the debt securities; |
|
|
|
|
● |
what
subordination provisions will apply to the debt securities; |
|
● |
the
terms, if any, upon which the holders may convert or exchange the debt securities into or for our ordinary shares, preferred shares
or other securities or property; |
|
|
|
|
● |
whether
we are issuing the debt securities in whole or in part in global form; |
|
|
|
|
● |
any
change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable
because of an event of default; |
|
|
|
|
● |
the
depositary for global or certificated debt securities, if any; |
|
|
|
|
● |
any
material federal income tax consequences applicable to the debt securities, including any debt securities denominated and made payable,
as described in the prospectus supplements, in foreign currencies, or units based on or related to foreign currencies; |
|
|
|
|
● |
any
right we may have to satisfy, discharge and defease our obligations under the debt securities, or terminate or eliminate restrictive
covenants or events of default in the Indentures, by depositing money or U.S. government obligations with the trustee of the Indentures; |
|
|
|
|
● |
the
names of any trustees, depositories, authenticating or paying agents, transfer agents or registrars or other agents with respect
to the debt securities; |
|
● |
to
whom any interest on any debt security shall be payable, if other than the person in whose name the security is registered, on the
record date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global debt security
will be paid if other than in the manner provided in the applicable Indenture; |
|
|
|
|
● |
if
the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units other
than as stated, the currency, currencies or currency units in which it shall be paid and the periods within and terms and conditions
upon which such election is to be made and the amounts payable (or the manner in which such amount shall be determined); |
|
● |
the
portion of the principal amount of any debt securities which shall be payable upon declaration of acceleration of the maturity of
the debt securities pursuant to the applicable Indenture if other than the entire principal amount; |
|
|
|
|
● |
if
the principal amount payable at the stated maturity of any debt security of the series will not be determinable as of any one or
more dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such debt securities as of
any such date for any purpose, including the principal amount thereof which shall be due and payable upon any maturity other than
the stated maturity or which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be determined); and |
|
|
|
|
● |
any
other specific terms of the debt securities, including any modifications to the events of default under the debt securities and any
other terms which may be required by or advisable under applicable laws or regulations. |
Unless
otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange. Holders
of the debt securities may present registered debt securities for exchange or transfer in the manner described in the applicable prospectus
supplement. Except as limited by the applicable Indenture, we will provide these services without charge, other than any tax or other
governmental charge payable in connection with the exchange or transfer.
Debt
securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified
in the prospectus supplement, we may sell debt securities bearing no interest or interest at a rate that at the time of issuance is below
the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable prospectus supplement
any special federal income tax considerations applicable to these discounted debt securities.
We
may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on any interest
payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices or other factors.
Holders of such debt securities may receive a principal amount on any principal payment date, or interest payments on any interest payment
date, that are greater or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on
such dates of applicable currency, commodity, equity index or other factors. The applicable prospectus supplement will contain information
as to how we will determine the amount of principal or interest payable on any date, as well as the currencies, commodities, equity indices
or other factors to which the amount payable on that date relates and certain additional tax considerations.
DESCRIPTION
OF RIGHTS
We
may issue rights to purchase our Securities. The rights may or may not be transferable by the persons purchasing or receiving the rights.
In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or
other persons pursuant to which such underwriters or other persons would purchase any offered Securities remaining unsubscribed for after
such rights offering. Each series of rights will be issued under a separate rights agent agreement to be entered into between us and
one or more banks, trust companies or other financial institutions, as rights agent, which we will name in the applicable prospectus
supplement. The rights agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship
of agency or trust for or with any holders of rights certificates or beneficial owners of rights.
The
prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other
matters:
|
● |
the
date of determining the security holders entitled to the rights distribution; |
|
|
|
|
● |
the
aggregate number of rights issued and the aggregate amount of Securities purchasable upon exercise of the rights; |
|
● |
the
exercise price; |
|
|
|
|
● |
the
conditions to completion of the rights offering; |
|
|
|
|
● |
the
date on which the right to exercise the rights will commence and the date on which the rights will expire; and |
|
|
|
|
● |
any
applicable federal income tax considerations. |
Each
right would entitle the holder of the rights to purchase for cash the principal amount of Securities at the exercise price set forth
in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the
rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will
become void.
If
less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed Securities directly to persons
other than our security holders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant
to standby arrangements, as described in the applicable prospectus supplement.
DESCRIPTION
OF DEPOSITARY SHARES
We
may offer fractional ordinary shares and preferred shares, rather than full ordinary shares or preferred shares. If we decide to offer
fractional ordinary shares or preferred shares, we will issue receipts for depositary shares. Each depositary share will represent a
fraction of a share of a particular series of our ordinary shares or preferred shares, and the applicable prospectus supplement will
indicate that fraction. The ordinary shares and preferred shares represented by depositary shares will be deposited under a deposit agreement
between us and a depositary that is a bank or trust company that meets certain requirements and is selected by us. The depositary will
be specified in the applicable prospectus supplement. Each owner of a depositary share will be entitled to all of the rights and preferences
of the ordinary shares or preferred shares represented by the depositary share. The depositary shares will be evidenced by depositary
receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional
ordinary shares or preferred shares in accordance with the terms of the offering. We will file as exhibits to the registration statement
of which this prospectus is a part, or will incorporate by reference from a report on Form 6-K that we file with the SEC, forms of the
deposit agreement, form of certificate of designation relating to preferred shares, form of depositary receipts and any other related
agreements.
Dividends
and Other Distributions. The depositary will distribute all cash dividends or other cash distributions received by it in respect
of the ordinary shares or preferred shares to the record holders of depositary shares relating to such ordinary shares or preferred shares
in proportion to the numbers of depositary shares held on the relevant record date.
In
the event of a distribution other than in cash, the depositary will distribute securities or property received by it to the record holders
of depositary shares in proportion to the numbers of depositary shares held on the relevant record date, unless the depositary determines
that it is not feasible to make such distribution. In that case, the depositary may make the distribution by such method as it deems
equitable and practicable. One such possible method is for the depositary to sell the securities or property and then distribute the
net proceeds from the sale as provided in the case of a cash distribution.
Redemption
of Depositary Shares. Whenever we redeem the ordinary shares or preferred shares, the depositary will redeem a number of depositary
shares representing the same number of preferred shares so redeemed. If fewer than all of the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by lot, pro rata or by any other equitable method as the depositary may determine.
Voting
of Underlying Shares. Upon receipt of notice of any meeting at which the holders of our ordinary shares or preferred shares of
any series are entitled to vote, the depositary will mail the information contained in the notice of the meeting to the record holders
of the depositary shares relating to ordinary shares or that series of preferred shares. Each record holder of the depositary shares
on the record date will be entitled to instruct the depositary as to the exercise of the voting rights represented by the number of preferred
shares underlying the holder’s depositary shares. The depositary will endeavor, to the extent it is practical to do so, to vote
the number of whole ordinary shares or preferred shares underlying such depositary shares in accordance with such instructions. We will
agree to take all action that the depositary may deem reasonably necessary in order to enable the depositary to do so. To the extent
the depositary does not receive specific instructions from the holders of depositary shares relating to such ordinary shares or preferred
shares, it will abstain from voting such ordinary shares or preferred shares.
Withdrawal
of Shares. Upon surrender of depositary receipts representing any number of whole shares at the depositary’s office, unless
the related depositary shares previously have been called for redemption, the holder of the depositary shares evidenced by the depositary
receipts will be entitled to delivery of the number of whole shares of the ordinary shares or the related series of preferred shares
and all money and other property, if any, underlying such depositary shares. However, once such an exchange is made, the ordinary shares
or preferred shares cannot thereafter be re-deposited in exchange for depositary shares. Holders of depositary shares will be entitled
to receive whole shares of the ordinary shares or the related series of preferred shares on the basis set forth in the applicable prospectus
supplement. If the depositary receipts delivered by the holder evidence a number of depositary shares representing more than the number
of whole ordinary shares or preferred shares of the related series to be withdrawn, the depositary will deliver to the holder at the
same time a new depositary receipt evidencing the excess number of depositary shares.
Amendment
and Termination of Depositary Agreement. The form of depositary receipt evidencing the depositary shares and any provision of
the applicable depositary agreement may at any time be amended by agreement between us and the depositary. We may, with the consent of
the depositary, amend the depositary agreement from time to time in any manner that we desire. However, if the amendment would materially
and adversely alter the rights of the existing holders of depositary shares, the amendment would need to be approved by the holders of
at least a majority of the depositary shares then outstanding.
The
depositary agreement may be terminated by us or the depositary if:
|
● |
all
outstanding depositary shares have been redeemed; or |
|
|
|
|
● |
there
has been a final distribution in respect of the preferred shares of the applicable series in connection with our liquidation, dissolution
or winding up and such distribution has been made to the holders of depositary receipts. |
Resignation
and Removal of Depositary. The depositary may resign at any time by delivering to us notice of its election to do so. We may
remove a depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance
of appointment.
Charges
of Depositary. We will pay all transfer and other taxes and governmental charges arising solely from the existence of any depositary
arrangements. We will pay all charges of each depositary in connection with the initial deposit of the ordinary shares or preferred shares
of any series, the initial issuance of the depositary shares, any redemption of such ordinary shares or preferred shares and any withdrawals
of such ordinary shares or preferred shares by holders of depositary shares. Holders of depositary shares will be required to pay any
other transfer taxes.
Notices.
Each depositary will forward to the holders of the applicable depositary shares all notices, reports and communications from us which
are delivered to such depositary and which we are required to furnish the holders of the ordinary shares or preferred shares represented
by such depositary shares.
Miscellaneous.
The depositary agreement may contain provisions that limit our liability and the liability of the depositary to the holders of depositary
shares. Both the depositary and we are also entitled to an indemnity from the holders of the depositary shares prior to bringing, or
defending against, any legal proceeding. We or any depositary may rely upon written advice of counsel or accountants, or information
provided by persons presenting ordinary shares or preferred shares for deposit, holders of depositary shares or other persons believed
by us to be competent and on documents believed by us or them to be genuine.
DESCRIPTION
OF UNITS
We
may issue units consisting of any combination of the other types of Securities offered under this prospectus in one or more series. We
may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit agreements
with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name and address of the
unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific unit agreements, if any,
will contain additional important terms and provisions. We will file as an exhibit to the registration statement of which this prospectus
is a part, or will incorporate by reference from a report that we file with the SEC, the form of unit and the form of each unit agreement,
if any, relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without
limitation, the following, as applicable
|
● |
the
title of the series of units; |
|
|
|
|
● |
identification
and description of the separate constituent Securities comprising the units; |
|
|
|
|
● |
the
price or prices at which the units will be issued; |
|
|
|
|
● |
the
date, if any, on and after which the constituent Securities comprising the units will be separately transferable; |
|
|
|
|
● |
a
discussion of certain United States federal income tax considerations applicable to the units; and |
|
|
|
|
● |
any
other material terms of the units and their constituent Securities. |
PLAN
OF DISTRIBUTION
We
may sell the Securities in any one or more of the following ways from time to time, including any combination thereof:
|
● |
to
or through underwriters; |
|
|
|
|
● |
to
or through dealers; |
|
|
|
|
● |
to
our shareholders under a rights entitlement offering; |
|
|
|
|
● |
through
agents; or |
|
|
|
|
● |
directly
to purchasers, including our affiliates. |
The
prospectus supplement relating to a particular offering of our Securities will set forth the terms of such offering, including:
|
● |
the
type of Securities to be offered; |
|
|
|
|
● |
the
name or names of any underwriters, dealers or agents and the amounts of the Securities underwritten or purchased by each of them; |
|
● |
the
purchase price of the offered Securities and the proceeds to us from such sale; |
|
|
|
|
● |
any
underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation; |
|
|
|
|
● |
the
initial offering price; |
|
|
|
|
● |
any
discounts or concessions allowed or re-allowed to be paid to dealers; and |
|
|
|
|
● |
any
securities exchanges on which the offered Securities may be listed. |
Any
initial offering prices, discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
The
distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices.
If
the Securities are sold by means of an underwritten offering, we will execute an underwriting agreement with an underwriter or underwriters,
and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction,
including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the prospectus
supplement which will be used by the underwriters to sell the Securities. If underwriters are utilized in the sale of the Securities,
the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of
sale.
Our
Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by the
managing underwriters. If any underwriter or underwriters are utilized in the sale of the Securities, unless otherwise indicated in the
prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to conditions precedent
and that the underwriters with respect to a sale of the Securities will be obligated to purchase all of those Securities if they purchase
any of those Securities.
We
may grant to the underwriters options to purchase additional Securities to cover over-allotments, if any, at the public offering price
with additional underwriting discounts or commissions. If we grant any over-allotment option, the terms of any over-allotment option
will be set forth in the prospectus supplement relating to those Securities.
If
a dealer is utilized in the sale of the Securities in respect of which this prospectus is delivered, we will sell those Securities to
the dealer as principal. The dealer may then resell those Securities to the public at varying prices to be determined by the dealer at
the time of resale. Any reselling dealer may be deemed to be an underwriter, as the term is defined in the Securities Act, of the Securities
so offered and sold. The name of the dealer and the terms of the transaction will be set forth in the related prospectus supplement.
Offers
to purchase the Securities may be solicited by agents designated by us from time to time. Any agent involved in the offer or sale of
the Securities will be named, and any commissions payable by us to the agent will be set forth, in the applicable prospectus supplement.
Unless otherwise indicated in the prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of
its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the Securities so offered
and sold.
Offers
to purchase the Securities may be solicited directly by us and the sale of those Securities may be made by us directly to institutional
investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of those
Securities. The terms of any sales of this type will be described in the related prospectus supplement.
If
so indicated in the prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by
institutions to purchase Securities from us pursuant to contracts providing for payments and delivery on a future date. Institutions
with which contracts of this type may be made include commercial and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases those institutions must be approved by us. The obligations of any
purchaser under any contract of this type will be subject to the condition that the purchase of the Securities shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other persons acting
as our agents will not have any responsibility in respect of the validity or performance of those contracts.
Disclosure
in the prospectus supplement of our use of delayed delivery contracts will include the commission that underwriters and agents soliciting
purchases of the Securities under delayed contracts will be entitled to receive in addition to the date when we will demand payment and
delivery of the Securities under the delayed delivery contracts. These delayed delivery contracts will be subject only to the conditions
that we describe in the prospectus supplement.
In
connection with the offering of the Securities, persons participating in the offering, such as any underwriters, may purchase and sell
the Securities in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. Stabilizing transactions consist of bids or purchases for the purpose
of preventing or retarding a decline in the market price of the Securities, and syndicate short positions involve the sale by underwriters
of a greater number of Securities than they are required to purchase from any issuer in the offering. Underwriters also may impose a
penalty bid, whereby selling concessions allowed to syndicate members or other broker-dealers in respect of the Securities sold in the
offering for their account may be reclaimed by the syndicate if the Securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the market price of the Securities, which may be higher than
the price that might prevail in the open market, and these activities, if commenced, may be discontinued at any time.
Underwriters,
dealers, agents and remarketing firms may be entitled under relevant agreements entered into with us to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act that may arise from any untrue statement or alleged untrue
statement of a material fact or any omission or alleged omission to state a material fact in this prospectus, any supplement or amendment
hereto, or in the registration statement of which this prospectus forms a part, or to contribution with respect to payments which the
agents, underwriters or dealers may be required to make.
If
Securities are sold by means of a rights entitlement offering, the prospectus supplement will set forth the terms and conditions of any
such rights entitlement offering, including the manner in which it will be conducted and details on how our shareholders can participate
in any such offering. A rights entitlement offering conducted under applicable foreign rules and regulations is a pro rata offering of
additional securities to all our eligible shareholders, as at a specified record date.
EXPENSES
Set
forth below is an itemization of the estimated expenses currently expected to be incurred in connection with the issuance and distribution
of the Securities. The amounts in the table below are estimates, with the exception of the SEC registration fee. Additional expenses
relating to offerings of particular Securities are not included in the table below (including, without limitation, stock exchange listing
fees, FINRA filing fees and printing fees). Each prospectus supplement describing an offering of Securities will provide estimated expenses
related to the Securities offered under that prospectus supplement.
SEC registration fee |
US | |
$ | 7,380 | |
Legal fees and expenses |
US | |
$ | 90,000 | |
Accounting fees and expenses |
US | |
$ | 40,000 | |
Total |
US | |
$ | 137,380 | |
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the debt securities and depositary shares and certain legal
matters of United States or New York law relating to an offering hereunder will be passed upon for us by Ellenoff Grossman & Schole
LLP. Unless otherwise indicated in the applicable prospectus supplement, the validity of the ordinary shares, preferred shares, debt
securities, rights, warrants and units and certain legal matters relating to the offering as to Cayman Islands law will be passed upon
for us by Ogier (Cayman) LLP (“Ogier”). In addition, certain legal matters in connection with any offering of securities
under this prospectus will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering
by such underwriters, dealers or agents with respect to matters of applicable law.
EXPERTS
The
audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated
by reference in reliance upon the report of Marcum Asia CPAs LLP, which is included as exhibit to this registration statement upon the
authority and consent of said firm as experts in accounting and auditing.
ENFORCEABILITY
OF CIVIL LIABILITIES
We
were incorporated in the Cayman Islands in order to enjoy the following benefits:
|
● |
political
and economic stability; |
|
|
|
|
● |
an
effective judicial system; |
|
|
|
|
● |
a
favorable tax system; |
|
|
|
|
● |
the
absence of exchange control or currency restrictions; and |
|
|
|
|
● |
the
availability of professional and support services. |
However,
certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:
|
● |
the
Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly
less protection to investors; and |
|
|
|
|
● |
Cayman
Islands companies may not have standing to sue before the federal courts of the United States. |
Our
constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the
United States, between us, our officers, directors and shareholders, be arbitrated. Currently, substantially all of our operations are
conducted outside the United States, and substantially all of our assets are located outside the United States. All of our officers are
nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the
United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons,
or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability
provisions of the securities laws of the United States or any state in the United States.
Ogier,
our counsel as to Cayman Islands law, has advised us, that there is uncertainty as to whether the courts of the Cayman Islands, would:
|
● |
recognize
or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability
provisions of the securities laws of the United States or any state in the United States; or |
|
● |
entertain
original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws
of the United States or any state in the United States. |
Ogier
has advised us that it is uncertain whether the courts of the Cayman Islands will allow shareholders of our company to originate actions
in the Cayman Islands based upon securities laws of the United States. In addition, there is uncertainty with regard to Cayman Islands
law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined
by the courts of the Cayman Islands as penal or punitive in nature. As the courts of the Cayman Islands have yet to rule on making such
a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain
whether such judgments would be enforceable in the Cayman Islands. Ogier has further advised us that although there is no statutory enforcement
in the Cayman Islands of judgments obtained in the United States, a judgment obtained in such jurisdiction will be recognized and enforced
in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced
on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent
jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final,
(d) is not in respect of taxes, a fine or a penalty and (e) was not obtained in a manner and is not of a kind the enforcement of which
is contrary to natural justice or the public policy of the Cayman Islands.
INCORPORATION
BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus. This means we are able to disclose important
information to you by referring you to other documents that we have filed separately with the SEC. The information incorporated by reference
is considered a part of this prospectus and should be read carefully. Certain information in this prospectus supersedes information incorporated
by reference that we filed with the SEC prior to the date of this prospectus. Certain information that we file later with the SEC will
automatically update and supersede the information in this prospectus. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
We
incorporate by reference into this prospectus and the registration statement of which it is a part the following documents, including
any amendments to such filings:
|
● |
our
Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (filed on April 26, 2024); |
|
|
|
|
● |
our
reports on Form 6-K dated January
3, 2024, and January
18, 2024; |
|
|
|
|
● |
the
description of our ordinary shares that is contained in our registration statement on Form 8-A, filed with the SEC on December 18,
2019; |
|
|
|
|
● |
any
Annual Report on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of this offering of
Securities; |
|
|
|
|
● |
any
semi-annual report on Form 6-K furnished to the SEC after the date of this prospectus and prior to the termination of this offering
of Securities; and |
|
|
|
|
● |
any
other report on Form 6-K submitted to the SEC after the date of this prospectus and prior to the termination of this offering of
Securities, but only to the extent that those forms expressly state that we incorporate them by reference in this prospectus. |
We
have not authorized anyone else to provide you with additional or different information to the information included in and incorporated
by reference to this prospectus and any prospectus supplement. You should rely only on the information provided by and incorporated by
reference to this prospectus and any prospectus supplement.
Upon
written or oral request, we shall provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus
is delivered a copy of any or all of the documents that are incorporated by reference to this prospectus but not delivered with this
prospectus. You can read the registration statement and our future filings with the SEC, over the Internet on our website at www.indo-energy.com
or on the SEC’s web site at www.sec.gov. You may also read and copy any document that we file with the SEC at its public
reference room at 100 F Street, N.E., Washington, DC 20549.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have a registration statement on Form F-3 filed with the SEC, including relevant exhibits, under the Securities Act with respect to the
securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all
of the information set forth in the registration statement or the exhibits. As this prospectus does not contain all of the information
contained in the registration statement, you should read the registration statement, its exhibits and the documents incorporated by reference
for further information with respect to us and our securities. All information we file with the SEC is available through the SEC’s
Electronic Data Gathering, Analysis and Retrieval system, which may be accessed through the SEC’s website at www.sec.gov.
We
are subject to periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as applicable to foreign private issuers. Our 2022 Annual Report has been filed with the SEC and an annual report on Form-20-F
for any subsequent years will be due within four months following the fiscal year end.
We
are not required to disclose certain other information that is required from U.S. domestic issuers. As a foreign private issuer, we are
exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our
executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained
in Section 16 of the Exchange Act and Regulation FD (Fair Disclosure), which was adopted to ensure that select groups of investors are
not privy to specific information about an issuer before other investors.
We
are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5. Since many of the disclosure
obligations required of us as a foreign private issuer are different than those required by companies filing as a domestic issuer, our
shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same
amount and at the same time as information is received from, or provided by, companies filing as a domestic issuer. We are liable for
violations of the rules and regulations of the SEC that apply to us as a foreign private issuer.
Only
the specific documents incorporated by reference above, or incorporated by reference in any prospectus supplement, are to be deemed incorporated
by reference into this prospectus and the registration statement of which it is a part. No information available on or through our website,
or any other website reference herein, shall be deemed incorporated by reference into this prospectus.
No
dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering
other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having
been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than
the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction
in which the offer or solicitation is not authorized or is unlawful.
Indonesia
Energy Corporation Limited
US$50,000,000
Ordinary
Shares
Preferred
Shares
Warrants
Debt
Securities
Rights
Depositary
Shares
Units
PROSPECTUS
[ ],
2024
The
information in this preliminary prospectus is not complete and may be changed. We may not sell the securities pursuant to this preliminary
prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale
is not permitted.
Prospectus
Supplement |
Subject
to Completion, dated May 17, 2024 |
(To
Prospectus, subject to completion, dated May
17, 2024)
INDONESIA
ENERGY CORPORATION LIMITED
Up
to $9,600,000
Ordinary
Shares
We
have entered into an at the market offering agreement dated as of July 22, 2022, as amended on March 22, 2024 (the “Sales Agreement”)
with H.C. Wainwright & Co., LLC (“Wainwright” or the “Sales Agent”), acting as our sales agent, relating
to the sale of our ordinary shares, par value $0.00267 per share (“ordinary shares”), offered by this prospectus supplement
and the accompanying prospectus.
Our
ordinary shares are currently listed on the NYSE American under the symbol “INDO.” The highest closing price
of our ordinary shares on the NYSE American during the last 60 days was $6.08 per share.
Sales
of our ordinary shares, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to
be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”), including sales made directly on or through the NYSE American, the trading market for our ordinary shares, or any
other trading market in the United States for our ordinary shares, sales made to or through a market maker other than on an exchange
or otherwise, directly to the Sales Agent as principal in negotiated transactions at market prices prevailing at the time of sale or
at prices related to such prevailing market prices, and/or in any other method permitted by law. The Sales Agent is not required to sell
any specific number or dollar amount of our ordinary shares but will act as our sales agent using commercially reasonable efforts
consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar
arrangement.
We
will pay the Sales Agent a commission of three percent (3%) of the gross proceeds of any of our ordinary shares sold under the
Sales Agreement. See “Plan of Distribution” on page S-8 for additional information regarding the compensation to be paid
to the Sales Agent. In connection with the sale of our ordinary shares on our behalf, the Sales Agent will be deemed to be an
“underwriter” within the meaning of the Securities Act and the Sales Agent’s compensation will be deemed to be underwriting
commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities,
including liabilities under the Securities Act.
The
aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $28,808,815, based on 10,202,694 ordinary
shares outstanding as of May 15, 2024, of which 4,738,292 ordinary shares were held by non-affiliates, and a per share price of $6.08,
which was the highest closing price on the NYSE American of our ordinary shares during the last 60 days.
We have not offered any securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends
on and includes the date of this prospectus supplement, and, accordingly, as of the date of this prospectus supplement, we may sell up
to $9,600,000 of our ordinary shares hereunder.
Investing
in our securities is speculative and involves a significant degree of risk. You should purchase our securities only if you can
afford a complete loss of your investment. See “Risk Factors” beginning on page S-5 of this prospectus supplement, on
page 2 of the accompanying prospectus and in the documents incorporated herein by reference.
Neither
the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
H.C.
Wainwright & Co.
The
date of this prospectus supplement is [ ], 2024.
TABLE
OF CONTENTS
Prospectus
Supplement
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this “at the market
offering” of our ordinary shares and also adds to and updates information contained in the accompanying prospectus and the
documents incorporated by reference into the prospectus. The other part, the accompanying prospectus, gives more general information,
some of which does not apply to this offering. You should read this entire prospectus supplement as well as the accompanying prospectus
and the documents incorporated by reference that are described under “Where You Can Find More Information” in this prospectus
supplement and the accompanying prospectus.
If
the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information
contained in this prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in another
document having a later date – for example, a document incorporated by reference in this prospectus supplement and the accompanying
prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. Except as specifically
stated, we are not incorporating by reference any information submitted under any report on Form 6-K into any filing under the Securities
Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) into this prospectus supplement or the accompanying
prospectus.
Any
statement contained in a document incorporated by reference, or deemed to be incorporated by reference, into this prospectus supplement
or the accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus supplement or the accompanying
prospectus to the extent that a statement contained herein, therein or in any other subsequently filed document which also is incorporated
by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement. Any such statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or
the accompanying prospectus.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus supplement and the accompanying prospectus were made solely for the benefit of the
parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should
not be deemed to be a representation, warranty or covenant to you unless you are a party to such agreement. Moreover, such representations,
warranties or covenants were accurate only as of the date when made or expressly referenced therein. Accordingly, such representations,
warranties and covenants should not be relied on as accurately representing the current state of our affairs unless you are a party to
such agreement.
Unless
we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus
to “IEC,” the “Company,” “we,” “us” and “our” or similar terms refer to refer
to Indonesia Energy Corporation Limited, a Cayman Islands company, and its consolidated subsidiaries.
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus supplement, the accompanying prospectus and the documents incorporated herein by reference contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and
the provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act that reflect our current expectations
and views of future events. Readers are cautioned that significant known and unknown risks, uncertainties and other factors, including
those listed under “Risk Factors” and the risk factors incorporated by reference herein may cause our actual results, performance
or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of
these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,”
“potential,” “continue” or other similar expressions. We have based these forward-looking statements largely
on our current expectations and projections about future events that we believe may affect our financial condition, results of operations,
business strategy and financial needs. These forward-looking statements include statements relating to:
● |
our
overall ability (including our anticipated timing) to meet our goals and strategies, including our plans to continue to conduct seismic interpretation activities and drill additional wells at Kruh Block, to drill and develop Citarum Block (as described below) or acquire rights in additional oil and gas assets in
the future; |
|
|
● |
the
economic and capital markets impact of macro-economic and other conditions beyond our control (such as the war between Russia
and Ukraine, the conflict between Israel and Hamas, inflation, interest rates and the political situation in Indonesia) on the
demand for our oil and gas products in Indonesia and the price of our oil and gas products; |
|
|
● |
our
ability to estimate our oil reserves; |
|
|
● |
our
ability to anticipate our financial condition and results of operations; |
|
|
● |
the
anticipated prices for, and volatility in the prices for, oil and gas products and the growth of the oil and gas market in Indonesia
and worldwide; |
|
|
● |
our
expectations regarding our relationships with the Indonesian government (“Government”) and its oil and gas regulatory
agencies; |
|
|
● |
relevant
Government policies and regulations relating to our industry; and |
|
|
● |
our
corporate structure and related laws, rules and regulations. |
These
forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking
statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other
matters that we anticipate could be materially different from our expectations. Important risks and factors that could cause our actual
results to be materially different from our expectations are generally set forth in “Risk Factors” and the other risk factors,
disclosures and management’s discussions incorporated into this prospectus supplement by reference. You should thoroughly read
this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein with the understanding that
our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements
by these cautionary statements.
The
forward-looking statements made in and incorporated by reference in this prospectus supplement relate only to events or information as
of the date on which the statements are made. Except as required by law, we undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements
are made or to reflect the occurrence of unanticipated events. You should read this prospectus supplement, the accompanying prospectus
and the documents and exhibits thereto incorporated by reference herein completely and with the understanding that our actual future
results may be materially different from what we expect.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary highlights selected information contained or incorporated by reference in this prospectus supplement. This summary
does not contain all of the information you should consider before investing in the securities. Before making an investment decision,
you should read the entire prospectus and any supplement hereto carefully, including the risk factors section, the financial statements
and the notes to the financial statements incorporated herein by reference, and the documents that we incorporate by reference herein.
Overview
We
are an oil and gas exploration and production company focused on the Indonesian market. Alongside operational excellence, we believe
we have set the highest standards for ethics, safety and corporate social responsibility practices to ensure that we add value to society.
Led by a professional management team with extensive oil and gas experience, we seek to bring forth at all times the best of our expertise
to ensure the sustainable development of a profitable and integrated energy exploration and production business model.
Our
mission is to efficiently manage targeted profitable energy resources in Indonesia. Our vision is to be a leading company in the Indonesian
oil and gas industry for maximizing hydrocarbon recovery with the minimum environmental and social impact possible.
We
currently have rights through contracts with the Government to one oil and gas producing block (Kruh Block) and one oil and gas exploration
block (Citarum Block). We may seek to acquire or otherwise obtain rights to additional oil and gas producing assets.
We
produce oil through our Indonesia subsidiary, PT Green World Nusantara (or GWN), which operates the Kruh Block under an agreement
with PT Pertamina (Persero), the Indonesian state-owned oil and gas company (or Pertamina). Our operatorship Kruh Block runs until May
2030 under a ten-year Joint Operation Partnership (or KSO) with Pertamina. Kruh Block covers an area of 258 km2 (63,753 acres)
and is located onshore 16 miles northwest of Pendopo, Pali, South Sumatra. In December 2022, we started our negotiations with Pertamina for a five-year extension of our contract for Kruh Block.
Effective August 9, 2023, Green World and Pertamina executed an amendment to the KSO (the “Amended KSO”) that extended
the expiration date of our operatorship of Kruh Block to September 2035. This extension effectively gives us 13 years to fully develop
the existing three oil fields, and five other undeveloped oil and gas bearing structures at Kruh Block. Further, the Amended KSO increases
our after-tax profit split from the current 15% to 35%, for an increase of more than 100%. We received Pertamina’s signature to
the Amended KSO in early September 2023. With respect to our drilling program at Kruh Block, in March 2021 we announced our plan to drill a total of five
wells in 2021, six wells in 2022 and seven wells in 2023, for a total of 18 new wells on Kruh Block. Due to delays in the Government permitting
process and COVID-19 related delays experienced during 2021 and 2022, our overall drilling program for Kruh Block has similarly been delayed.
We continue to plan on drilling a total of 18 new wells at Kruh Block, and current estimation is that this will be completed by the end
of 2029 (we previously estimated that this goal would be completed earlier, but as discussed elsewhere in this prospectus, we have experienced
delays in our exploration and drilling programs). Four of these 18 new Kruh Block wells have already been completed as of the date of
this prospectus.
In this prospectus
supplement, we refer to the specific wells we are operating, drilling or exploring at Kruh Block by number, alternatively proceeded by
the word “Kruh” or the designation “K-” (for example, the 26th well at Kruh Block is alternatively
referred to herein as “Kruh 26” or “K-26”).
Citarum
Block is an exploration block covering an area of 3,924.67 km2 (969,807 acres). This block is located onshore in West Java
and only 16 miles south of the capital city of Indonesia, Jakarta. Our rights to Citarum Block run until July 2048 under Production Sharing
Contract (or PSC) agreement with the Indonesian Special Task Force for Upstream Oil and Gas Business Activities (known as SKK Migas).
We
were incorporated on April 24, 2018 as an exempted company with limited liability under the laws of the Cayman Islands and are a holding
company for WJ Energy Group Limited (“WJ Energy”), which in turn owns our Indonesian holding and operating subsidiaries.
Foreign
Private Issuer Status
We
are a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions of
the Exchange Act and the rules thereunder that are applicable to U.S. domestic public companies, including:
● |
we
are not required to provide as many Exchange Act reports, or as frequently, as a U.S. domestic public company; |
|
|
● |
for
interim reporting, we are permitted to comply with our home country requirements, which are less rigorous than the rules that apply
to domestic public companies; |
● |
we
are not required to provide the same level of disclosure on certain issues, such as executive compensation; |
|
|
● |
we
are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; |
|
|
● |
we
are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations
in respect of a security registered under the Exchange Act; |
|
|
● |
we
are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership
and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction;
and |
|
|
● |
we
have adopted “home country” practice and thereby opted out of the NYSE American rule that would otherwise require shareholder
approval should we issue more than 19.99% of our then outstanding ordinary shares in a financing that is not a “public offering”
at less than the then current market value. |
|
|
● |
we
have adopted “home country” practice and thereby opted out of the NYSE American rule that would otherwise require us
to hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year. |
Emerging
Growth Company Status
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and
we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable
to other public companies, that are not emerging growth companies, including, but not limited to, (1) presenting
only two years of audited financial statements and only two years of related management’s discussion and analysis of financial
condition and results of operations in this prospectus supplement, (2) not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), (3) reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and (4) 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. We intend to take advantage of these exemptions. As a result, investors may find investing in our ordinary shares less
attractive.
In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. As a result, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies,
and we intend to take advantage of this extended transaction period.
We
could remain an emerging growth company until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues
exceed $1.235 billion, (2) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange
Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last
business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, (3) the
date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period, or (4) the last day
of the fiscal year following the fifth anniversary of the date of the first sale of our ordinary shares under the Securities Act.
History
and Corporate Structure
We
were incorporated on April 24, 2018 as an exempted company with limited liability under the laws of the Cayman Islands and are a holding
company for WJ Energy, which in turn owns our Indonesian holding and operating subsidiaries. We presently have one shareholder, Maderic
Holding Limited (“Maderic”), which own 51.18% of our issued shares. Maderic is controlled by our Chairman and Chief Executive
Officer.
The
following diagram illustrates our corporate structure, including our consolidated holding and operating subsidiaries, as of the date
of this prospectus supplement:
Not
reflected in the above is that, for purposes of compliance with Indonesian law related to ownership of Indonesian companies: (i) WJ Energy
owns 99.90% of the outstanding shares of GWN and PT Harvel Nusantara Energi (“HNE”), and (ii) GWN and HNE each own 0.1% of
the outstanding shares of the other; and (iii) GWN owns 99.50% of the outstanding shares of PT Hutama Wiranusa Energi, and the remaining
0.50% is owned by HNE; and (iv) HNE owns 99.90% of the outstanding shares of PT Cogen Nusantara Energi, and the remaining 0.10% is owned
by GWN.
Corporate
Information
Our
principal executive offices are located at GIESMART PLAZA 7th Floor, Jl. Raya Pasar Minggu No. 17A, Pancoran – Jakarta
12780 Indonesia. Our telephone number at this address is +62 21 2696 2888. Our registered office in the Cayman Islands is located at
Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands. Our web site is located at www.indo-energy.com.
The information contained on our website is not incorporated by reference into this prospectus supplement and the reference to our website
in this prospectus supplement is an inactive textual reference only.
We
make available free of charge through our website our annual report on Form 20-F, reports on Form 6-K, and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. The information contained in, or that can be accessed through, our website is not
part of this prospectus supplement.
The
Offering
Issuer: |
|
Indonesia
Energy Corporation Limited |
|
|
|
Securities
offered pursuant to this prospectus supplement: |
|
Ordinary
shares with an aggregate offering price of up
to $9,600,000 |
|
|
|
Ordinary
shares outstanding before this offering*: |
|
10,202,694 |
|
|
|
Ordinary
shares outstanding after this offering* |
|
Up
to approximately 11,781,641 ordinary shares, assuming the sale of approximately 1,578,947 ordinary shares at an assumed
selling price of $6.08 per share, which was the highest closing price on the NYSE American during the last 60 days. The actual
number of ordinary shares outstanding will vary depending on several factors, including whether we elect to sell shares pursuant
to this offering and the price at which the ordinary shares may be sold from time to time during this offering. |
|
|
|
Manner
of offering |
|
“At-the-market
offering” that may be made from time to time by our Sales Agent. See “Plan of Distribution” on page S-8 of this
prospectus supplement for more information. |
|
|
|
Use
of proceeds: |
|
If
we sell the full amount of ordinary shares allocated to this offering, we estimate the net proceeds to us from this offering
will be up to approximately $9,181,998 after deducting the commissions and estimated offering expenses payable to us. We intend
to use the net proceeds from this offering for our working capital and general corporate purposes. See “Use of Proceeds”
on page S-5 of this prospectus supplement. |
|
|
|
Transfer
agent and registrar: |
|
VStock
Transfer, LLC |
|
|
|
Risk
factors: |
|
Investing
in our securities is speculative and involves a significant degree of risk. For a discussion of factors, you should consider
carefully before deciding to invest in our ordinary shares, see the information contained in or incorporated by reference
under the heading “Risk Factors” beginning on page S-5 of this prospectus supplement and in the other documents incorporated
by reference into this prospectus supplement and the accompanying prospectus forming a part of the prospectus supplement. |
|
|
|
NYSE
American Symbol: |
|
“INDO” |
* |
The
outstanding number of ordinary shares is based on 10,202,694 ordinary shares outstanding as of May 15, 2024,
and does not include the following: |
|
|
● |
Outstanding
warrants to purchase up to 442,240 ordinary shares issued to an investor (L1 Capital) at an exercise price of $6.00
per share; |
|
|
● |
200,000
outstanding options to purchase ordinary shares (which are unvested as of the date of this prospectus supplement) granted
to employees with an exercise price of $11.00 per share; and |
|
|
● |
1,104,546
ordinary shares reserved for future issuance under our 2018 Omnibus Equity Incentive Plan. |
RISK
FACTORS
Investing
in our securities is speculative and involves a significant degree of risk. You should carefully consider the risk factors set
forth under “Risk Factors” described in our most recent annual report on Form 20-F, filed with the SEC on April 26, 2024,
and all other information
contained in, or incorporated by reference in, this prospectus supplement, accompanying prospectus and in any related free writing prospectus
in connection with a specific offering, before making an investment decision. Each of the risk factors could materially and adversely
affect our business, operating results, financial condition and prospects, as well as the value of an investment in our securities, and
the occurrence of any of these risks might cause you to lose all or part of your investment.
Risks
Related to this Offering
The
actual number of ordinary shares we will issue under the Sales Agreement, at any one time or in total, is uncertain.
Subject
to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver instructions to the
Sales Agent to sell our ordinary shares at any time throughout the term of the Sales Agreement. The number of ordinary shares that are
sold through the Sales Agent after our instruction will fluctuate based on a number of factors, including the market price of our ordinary
shares during the sales period, the limits we set in any instruction to the Sales Agent under the Sales Agreement to sell ordinary shares,
and the demand for our ordinary shares during the sales period. Because the price per share of each ordinary share sold will fluctuate
during this offering, it is not currently possible to predict the number of ordinary shares that will be sold or the gross proceeds to
be raised in connection with those sales, if any.
The
ordinary shares offered hereby will be sold in “at the market offerings,” and investors who buy shares at different
times will likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices and, as such, may experience different levels
of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing,
prices, and numbers of ordinary shares, if any, to be sold in this offering. Investors may experience a decline in the value of the shares
they purchase in this offering as a result of sales made at prices lower than the prices they paid.
If
you purchase ordinary shares sold in this offering, you will experience immediate and substantial dilution in the net tangible book value
of your shares.
The
price per ordinary share in this offering is substantially higher than the net tangible book value of each outstanding ordinary share,
and accordingly investors in this offering will experience immediate and substantial dilution. Assuming that an aggregate of approximately
1,578,947 ordinary shares are sold during the term of the Sales Agreement at a price of $6.08 per share, the highest closing
price of our ordinary shares on the NYSE American during the last 60 days, for aggregate gross proceeds of approximately $9,600,000,
and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of
approximately $4.05 per share, representing the difference between our pro forma as adjusted net tangible book value per share
as of December 31, 2023 after giving effect to this offering and the assumed offering price. See “Dilution” on page
S-7 of this prospectus supplement for a more detailed discussion of the dilution you will incur if you purchase shares in this offering.
Our
management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds,
and the proceeds may not be invested successfully.
Our
management will have broad discretion in the application of the net proceeds from this offering, and our shareholders will not have the
opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. Because of the number
and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially
from their currently intended use. The failure by our management to apply these funds effectively could harm our business. See “Use
of Proceeds” on page S-5 of this prospectus supplement for a description of our proposed use of proceeds from this offering.
USE
OF PROCEEDS
We
may issue and sell ordinary shares having aggregate gross sales proceeds of up to $9,600,000 from time to time. Because
there is no minimum offering amount required as a condition of this offering, the actual total public offering amount, commissions and
proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares under or fully utilize
the Sales Agreement as a source of financing.
We
intend to use the net proceeds from this offering for our working capital and general corporate purposes and to advance our seismic and
commercial drilling and exploration operations.
The
amounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of cash generated or used
by our operations, and the rate of growth, if any, of our business. As a result, we will retain broad discretion in the allocation of
the net proceeds of this offering. In addition, while we have not entered into any agreements, commitments or understandings relating
to any significant transaction as of the date of this prospectus supplement, we may use a portion of the net proceeds to pursue acquisitions,
joint ventures and other strategic transactions.
Pending
the final application of the net proceeds of this offering, we intend to invest the net proceeds of this offering in short-term, interest
bearing, investment-grade securities.
CAPITALIZATION
The
following table sets forth our capitalization as of December 31, 2023:
● |
on
an actual basis; and |
|
|
● |
on
a pro forma adjusted basis to give effect to the pro forma adjustments described above and the sale of approximately 1,578,947
ordinary shares, in connection this offering, at an assumed selling price of $6.08 per share, which was the highest closing
price of our ordinary shares on the NYSE American during the last 60 days. |
The
information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our
audited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus.
| |
As of December 31, 2023 | |
| |
Actual | | |
Pro forma, as adjusted | |
| |
| | |
(unaudited) | |
Cash and cash equivalents | |
$ | 2,009,687 | | |
$ | 11,191,685 | |
Debt: | |
| | | |
| | |
Unsecured long-term debt, net of deferred finance costs | |
| - | | |
| - | |
Short-term debt | |
| - | | |
| - | |
Total debt | |
| - | | |
| - | |
Equity: | |
| | | |
| | |
Ordinary shares, US$0.00267 par value, 37,500,000 shares authorized, 10,142,694
ordinary shares outstanding, actual; and 11,781,641 ordinary shares issued and outstanding, pro forma, as adjusted | |
$ | 27,046 | | |
| 31,262 | |
Additional paid-in capital | |
| 54,147,769 | | |
| 63,325,551 | |
Accumulated deficit | |
| (39,583,437 | ) | |
| (39,583,437 | ) |
Accumulated other comprehensive income | |
| 98,490 | | |
| 98,490 | |
Non-controlling interest | |
| - | | |
| - | |
Total stockholders’ equity | |
| 14,689,868 | | |
| 23,871,866 | |
Total capitalization | |
$ | 14,689,868 | | |
$ | 23,871,866 | |
The
number of ordinary shares issued and outstanding, actual and as adjusted shown in the foregoing table is based on 10,142,694 ordinary
shares outstanding as of December 31, 2023 and excludes:
● |
Outstanding
warrants to purchase up to 442,240 ordinary shares issued to an investor (L1 Capital) at an exercise price of $6.00
per share; |
|
|
● |
200,000
outstanding options to purchase ordinary shares (which are unvested as of the date of this prospectus supplement) granted
to employees with an exercise price of $11.00 per share; and |
|
|
● |
1,104,546
ordinary shares reserved for future issuance under our 2018 Omnibus Equity Incentive Plan. |
DILUTION
If
you invest in our ordinary shares, your interest will be diluted immediately to the extent of the difference between the offering
price per share and the adjusted net tangible book value per share of our ordinary shares after this offering.
Our
net tangible book value on December 31, 2023 was approximately $14,689,868 or 1.45 per Ordinary Share. “Net
tangible book value” is total assets minus the sum of liabilities and intangible assets. “Net tangible book value per share”
is net tangible book value divided by the total number of shares outstanding.
After
giving effect to the pro forma adjustments and the issuance of approximately 1,578,947 ordinary shares in this offering at an
assumed offering price of $6.08 per Ordinary Share, the highest closing price of our ordinary shares on the NYSE American
during the last 60 days, and after deducting the commissions and estimated offering expenses payable by us in connection with this offering,
our as adjusted net tangible book value as of December 31, 2023 would have been approximately $23,871,866, or approximately
$2.03 per Ordinary Share. This represents an immediate increase in pro forma net tangible book value of $0.58 per Ordinary
Share to our existing shareholders and an immediate dilution of $4.05 per Ordinary Share to investors participating in this offering.
Dilution per Ordinary Share to investors in this offering is determined by subtracting pro forma, as adjusted, net tangible book value
per Ordinary Share after this offering from the offering price per Ordinary Share. The following table illustrates this dilution per
Ordinary Share to investors participating in this offering:
Assumed offering price per Ordinary Share (the highest closing price during the last 60 days) | |
$ | 6.08 | |
Net tangible book value per Ordinary Share as of December 31, 2023 | |
$ | 1.45 | |
Increase in pro forma net tangible book value per Ordinary Share | |
| 0.58 | |
Pro forma, as adjusted, net tangible book value per Ordinary Share after giving effect to this offering | |
$ | 2.03 | |
Dilution to pro forma, as adjusted, net tangible book value per Ordinary Share to new investors in this offering | |
$ | 4.05 | |
Each $0.50 increase
(decrease) in the assumed offering price of $6.08 per Ordinary Share would increase (decrease) our pro forma, as adjusted, net
tangible book value after this offering by $765,789, or $0.09 per Ordinary Share, and the dilution per Ordinary Share to
new investors by $0.41 per Ordinary Share, assuming
that the number of ordinary shares offered by us is 1,578,947, and after deducting the Sales Agent commissions and estimated
offering expenses payable by us.
Since we are offering
up to $9,600,000 of ordinary shares hereunder, if the assumed offering price of $6.08 increases $0.50 to $6.58,
the number of ordinary shares offered by us will decrease to approximately 1,458,966 ordinary shares; if the assumed
offering price of $6.08 decreases $0.50 to $5.58, the number of ordinary shares offered by us will increase to approximately
1,720,430 ordinary shares.
The
information discussed above is illustrative only and will adjust based on the actual offering price, the actual number of ordinary
shares that we offer in this offering, and other terms of this offering determined at pricing.
The
above discussion and table are based on 10,142,694 ordinary shares outstanding as of December 31, 2023 and excludes, as
of December 31, 2023:
● |
Outstanding
warrants to purchase up to 442,240 ordinary shares issued to an investor (L1 Capital) at an exercise price of $6.00
per share; |
|
|
● |
200,000
outstanding options to purchase ordinary shares (which are unvested as of the date of this prospectus supplement) granted
to employees with an exercise price of $11.00 per share; and |
|
|
● |
1,104,546
ordinary shares reserved for future issuance under our 2018 Omnibus Equity Incentive Plan. |
To
the extent that any of our outstanding options or warrants are exercised, we grant additional options or other awards under our share
incentive plan or issue additional warrants, or we issue additional ordinary shares in the future, there may be further dilution.
DESCRIPTION
OF OUR SECURITIES WE ARE OFFERING
We
are offering certain number of our ordinary shares for an aggregate value up to $9,600,000 pursuant to this prospectus
supplement and the accompanying prospectus. The material terms and provisions of our ordinary shares are described under the caption
“Description of Share Capital” beginning on page 3 of the accompanying prospectus.
PLAN
OF DISTRIBUTION
We
have entered into an at the market offering agreement dated as of July 22, 2022, as amended on March 22, 2024 (the “Sales Agreement”)
with Wainwright, under which we may issue and sell our ordinary shares having an aggregate offering price of no more than $9,600,000
from time to time through the Sales Agent, acting as our agent. Sales of ordinary shares, if any, under this prospectus supplement
and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at-the-market offerings”
as defined in Rule 415 under the Securities Act.
The
Sales Agent will offer our ordinary shares subject to the terms and conditions of the Sales Agreement. We will designate the number
of ordinary shares which we desire to sell, the time period during which sales are requested to be made, any limitation on the
number of ordinary shares that may be sold daily or on any day and any minimum price below which sales may not be made. Subject
to the terms and conditions of the Sales Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its
normal trading and sales practices and applicable laws and regulations to sell on our behalf all of the ordinary shares requested
to be sold by us. The Sales Agent or we may suspend the offering of our ordinary shares being made through the Sales Agent under
the Sales Agreement upon proper notice to the other party, pursuant to the terms of the Sales Agreement.
Under
the terms of the Sales Agreement, we may also sell our ordinary shares to the Sales Agent, as principal for its own account, at
a price negotiated at the time of sale. If we sell shares in this manner, we will enter into a separate agreement setting forth the terms
of such transaction, and we will describe the agreement in a separate prospectus supplement or pricing supplement.
The
Sales Agent will receive commissions for its services in acting as agent in the sale of our ordinary shares of 3% of the gross
proceeds of any shares of ordinary shares sold under the Sales Agreement. The foregoing rate of compensation shall not apply when
the Sales Agent acts as principal. We have agreed to reimburse the Sales Agent for its reasonable out-of-pocket expenses, including attorneys’
fees, in an amount not to exceed $50,000, which amount is included in the estimated total expenses for this offering. In addition, we
have agreed to reimburse Wainwright for the fees and disbursements of its legal counsel in connection with Wainwright’s ongoing
diligence, drafting and other filing requirements arising from this offering in an amount not to exceed $2,500 in the aggregate per calendar
quarter. We estimate that the total expenses for this offering, excluding commissions payable to the Sales Agent under the Sales Agreement,
will be approximately $130,000.
Unless
otherwise agreed upon by us and the Sales Agent in connection with a particular transaction, settlement for sales of ordinary shares
will occur on the second business day (or such earlier day as is industry practice for regular-way trading) following the date on
which any sales are made, in return for payment of the net proceeds to us. Sales of our ordinary shares as contemplated in this
prospectus supplement and the accompanying prospectus will be settled through the facilities of The Depository Trust Company or by such
other means as we and the Sales Agent may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar
arrangement.
In
connection with the sale of the ordinary shares on our behalf, the Sales Agent will be deemed to be an underwriter within the
meaning of the Securities Act, and the compensation paid to the Sales Agent will be deemed to be underwriting commissions or discounts.
We have agreed to provide indemnification and contribution to the Sales Agent against certain civil liabilities, including liabilities
under the Securities Act or the Exchange Act.
This
offering will terminate upon the earlier of (1) the issuance and sale of all shares of our ordinary shares covered by this prospectus
supplement and (2) the termination of the Sales Agreement as permitted therein.
The
Sales Agent and its affiliates have provided, and may in the future provide, various investment banking and other financial services
for us and our affiliates, for which services it has received and may in the future receive customary fees and commissions. To the extent
required by Regulation M, the Sales Agent will not engage in any market making activities involving our ordinary shares while
the offering is ongoing under this prospectus supplement.
The
principal business address of the Sales Agent is 430 Park Avenue, New York, NY 10022.
This
summary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A
copy of the Sales Agreement has been filed with the SEC on a report on Form 6-K.
Listing
Our
ordinary shares are listed on the NYSE American under the symbol “INDO.”
LEGAL
MATTERS
Certain
legal matters governed by the laws of the Cayman Islands with respect to the validity of the offered securities will be passed upon for
us by Ogier (Cayman) LLP (“Ogier”), Cayman Islands. Certain legal matters governed by the laws of New York will be passed
upon for us by Ellenoff Grossman & Schole LLP, New York, New York. Katten Muchin Rosenman LLP
is counsel to Wainwright in connection with this offering.
EXPERTS
The
consolidated financial statements of our Company appearing in our annual report on Form 20-F for the fiscal years ended December 31,
2023 and 2022 have been audited by Marcum Asia CPAs LLP, an independent registered public accounting firm, as set forth
in the reports thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC. This means that we
can disclose important information to you by referring you to those documents. Any statement contained in a document incorporated by
reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies or supersedes such
earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
We
hereby incorporate by reference into this prospectus the following documents that we have filed with the SEC under the Exchange Act:
|
● |
our
Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (filed on April 26, 2024); |
|
|
|
|
● |
our
Form 6-Ks dated January
3, 2024, and January
18, 2024; |
|
|
|
|
● |
the
description of our ordinary shares that is contained in our registration statement on Form 8-A, filed with the SEC on December 18,
2019; |
|
|
|
|
● |
any
Annual Report on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of this offering of
Securities; |
|
|
|
|
● |
any
semi-annual report on Form 6-K furnished to the SEC after the date of this prospectus and prior to the termination of this offering
of Securities; and |
|
|
|
|
● |
any
other report on Form 6-K submitted to the SEC after the date of this prospectus and prior to the termination of this offering of
Securities, but only to the extent that those forms expressly state that we incorporate them by reference in this prospectus. |
All
documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (and in the case of a report on
Form 6-K, so long as it states that it is incorporated by reference into the registration statement
of which this prospectus supplement and the accompanying prospectus form a part, and other than reports on Form 6-K, or portions
thereof, furnished under Form 6-K) (i) after the initial filing date of the registration statement of which this prospectus supplement
forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus supplement and
prior to the termination of the offering shall be deemed to be incorporated by reference in this prospectus supplement from the date
of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update
and may replace information previously filed with the SEC. To the extent that any information contained in any report on Form 6-K or
any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not incorporated
by reference.
Upon
request, we will provide, without charge, to each person who receives this prospectus supplement and accompanying prospectus, a copy
of any or all of the documents incorporated by reference into the registration statement of which
this prospectus supplement and the accompanying prospectus form a part (other than exhibits to the documents that are not specifically
incorporated by reference in the documents). Please direct written or oral requests for copies to us at GIESMART PLAZA 7th
Floor, Jl. Raya Pasar Minggu No. 17A, Pancoran – Jakarta 12780 Indonesia, telephone number: +62 21 2696 2888. Additionally, copies
of the documents incorporated herein by reference may be accessed at our website at www.indo-energy.com. The reference to our
website address does not constitute incorporation by reference of the information contained on or accessible through our website, and
you should not consider the contents of our website in making an investment decision with respect to our ordinary shares.
You
should rely only on the information incorporated by reference or provided in this prospectus supplement or the accompanying prospectus.
We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus
supplement or the accompanying prospectus is accurate as of any date other than the date on the front page of those documents.
WHERE
YOU CAN FIND MORE INFORMATION
As
permitted by SEC rules, this prospectus supplement and the accompanying prospectus omit certain information and exhibits that are included
in the registration statement of which this prospectus supplement and the accompanying prospectus form a part. Since this prospectus
supplement and the accompanying prospectus may not contain all of the information that you may find important, you should review the
full text of these documents. If we have filed a contract, agreement or other document as an exhibit to the registration statement of
which this prospectus supplement and the accompanying prospectus form a part, you should read the exhibit for a more complete understanding
of the document or matter involved. Each statement in this prospectus supplement and the accompanying prospectus, including statements
incorporated by reference as discussed above, regarding a contract, agreement or other document is qualified in its entirety by reference
to the actual document.
We
are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and, in accordance
with these requirements, we file annual and reports and other information with the SEC. The SEC maintains an internet website at www.sec.gov
that contains our filed reports and other information that we file electronically with the SEC.
We
maintain a corporate website at www.indo-energy.com. Information contained on, or that can be accessed through, our website does not
constitute a part of this prospectus.
ENFORCEABILITY
OF CIVIL LIABILITIES
We
are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We were incorporated under the laws
of the Cayman Islands in order to enjoy the following benefits:
● |
political
and economic stability; |
|
|
● |
an
effective judicial system; |
|
|
● |
a
favorable tax system; |
|
|
● |
the
absence of exchange control or currency restrictions; and |
|
|
● |
the
availability of professional and support services. |
However,
the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly
less protection to investors.
Our
constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the
United States, between us, our officers, directors and shareholders, be arbitrated. Currently, substantially all of our operations are
conducted outside the United States, and substantially all of our assets are located outside the United States. All of our officers are
nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the
United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons,
or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability
provisions of the securities laws of the United States or any state in the United States.
Ogier,
our counsel as to the laws of the Cayman Islands, and Adnan Kelana Haryanto & Hermanto, our counsel as to Indonesian law, have advised
us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and Indonesia, respectively, would:
● |
recognize
or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability
provisions of the securities laws of the United States or any state in the United States; or |
|
|
● |
entertain
original actions brought in the Cayman Islands or Indonesia against us or our directors or officers predicated upon the securities
laws of the United States or any state in the United States. |
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable.
At
The Market Offering
Up
to $9,600,000
Ordinary
Shares
INDONESIA
ENERGY CORPORATION LIMITED
PROSPECTUS
SUPPLEMENT
H.C.
Wainwright & Co.
,
2024
PART
II INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
8. |
Indemnification
of Directors and Officers. |
We
are a Cayman Islands exempted company. Cayman Islands law does not limit the extent to which a company’s articles of association
may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands
courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
Our articles of association provide for indemnification of our officers and directors for any liability incurred in their capacities
as such, except through their own willful negligence or default.
In
so far as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
EXHIBIT
INDEX
Exhibits |
|
Description |
|
|
|
1.1* |
|
Form
of Underwriting Agreement |
|
|
|
3.1 |
|
Amended and Restated Memorandum of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2019) |
|
|
|
3.2 |
|
Amended and Restated Articles of Association (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-1 filed with the SEC on November 12, 2019) |
|
|
|
4.1** |
|
Form
of Warrant and/or Warrant Agent Agreement |
|
|
|
4.2** |
|
Form
of Certificate of Designation of Preferred shares |
|
|
|
4.3 |
|
Form
of Indenture (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form F-3 filed with the SEC
on February 11, 2021) |
|
|
|
4.4** |
|
Form
of Debt Securities |
|
|
|
4.5** |
|
Form
of Rights Agreement and Form of Rights Certificate |
|
|
|
4.6** |
|
Form
of Unit Agreement and Form of Unit Certificate |
|
|
|
5.1
(2) |
|
Opinion of Ogier (Cayman) LLP |
|
|
|
5.2
(2) |
|
Opinion of Ellenoff Grossman & Schole LLP |
|
|
|
10.1 |
|
English
Translation of Amendment to Operations Cooperation Agreement for Kruh Block, dated August 9, 2023, between PT Pertamina EP and PT
Green World Nusantara (the Company’s subsidiary)+ (incorporated by reference to Exhibit 10.1 to the Company’s report
on Form 6-K filed with the SEC on September 28, 2023) |
|
|
|
10.2 |
|
Third Amendment to Employment Agreement, dated December 28, 2023, between the Company and Frank Ingriselli (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 6-K filed with the SEC on January 3, 2024) |
|
|
|
10.3 |
|
Third Amendment to Employment Agreement, dated January 1, 2024, between the Company and Gregory Overholtzer (incorporated by reference to Exhibit 10.2 to the Company’s report on Form 6-K filed with the SEC on January 3, 2024) |
|
|
|
10.4 |
|
First Amendment to Employment Agreement, dated January 16, 2024, between the Company and Mirza F. Said (incorporated by reference to Exhibit 10.1 to the Company’s report on Form 6-K filed with the SEC on January 18, 2024) |
|
|
|
10.5 |
|
First Amendment to Employment Agreement, dated January 16, 2024, between the Company and Chia Hsin “Charlie” Wu. (incorporated by reference to Exhibit 10.2 to the Company’s report on Form 6-K filed with the SEC on January 18, 2024) |
|
|
|
10.6 |
|
At The Market Offering Agreement, dated July 22, 2022, by and between the Company and the Sales Agent (incorporated by reference to Exhibit 1.1 to the Company’s report on Form 6-K filed with the SEC on July 22, 2022) |
|
|
|
10.7 |
|
First Amendment to At The Market Offering Agreement, dated March 22, 2024, by and between the Company and the Sales Agent (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form F-3 filed with the SEC on March 22, 2024) |
|
|
|
23.1
(2) |
|
Consent of Ogier (Cayman) LLP (included in Exhibit 5.1) |
|
|
|
23.2 (2) |
|
Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2) |
|
|
|
23.3 (2) |
|
Consent of Marcum Asia CPAs LLP |
|
|
|
24.1 (1) |
|
Power of Attorney (contained on the signature page to this registration statement) |
|
|
|
99.1 |
|
Home Country Exemption Letter (incorporated by reference to Exhibit 99.1 to the Company’s report on Form 6-K filed with the SEC on December 22, 2023) |
|
|
|
99.2 |
|
Executive Compensation Clawback Policy (incorporated by reference to Exhibit 99.5 to the Company’s annual report on Form 20-F filed with the SEC on April 26, 2024) |
|
|
|
99.3 |
|
Insider Trading Policies and Procedures (incorporated by reference to Exhibit 99.6 to the Company’s annual report on Form 20-F filed with the SEC on April 26, 2024) |
|
|
|
107
(2) |
|
Filing Fee Table |
(1) |
Previously
filed. |
|
|
(2) |
Filed
herewith. |
|
|
* |
To
be filed as an amendment or as an exhibit to a report on Form 6-K furnished to the SEC. |
|
|
** |
To
be filed as an amendment or as an exhibit to a report on Form 6-K furnished to the SEC and incorporated by reference herein if applicable
if any warrants, debt securities, rights, preferred shares or units are offered under this registration
statement. |
|
|
+ |
Certain
portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10) as the
Company has determined such portions are both not material and are of the type that the Company treats as private or confidential. |
The
undersigned registrant hereby undertakes:
|
(1) |
To
file, during any period in which offers or sales of the registered securities are being made, a post-effective amendment to this
registration statement: |
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
|
|
|
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
|
|
|
|
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and
(1)(iii) to this section do not apply if the information required to be included in a post- effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the Registration Statement. |
|
(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
|
|
|
|
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
|
|
|
|
(4) |
To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F
at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a
post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act
or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement. |
|
|
|
|
(5) |
That,
for the purpose of determining liability under the Securities Act to any purchaser: |
|
(i) |
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and |
|
(ii) |
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such Securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date. |
|
(6) |
That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
|
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
|
|
|
|
(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
|
|
|
|
(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
|
|
|
|
(iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The
undersigned registrant hereby undertakes that:
|
(1) |
For
purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective. |
|
|
|
|
(2) |
For
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
The
undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act
under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed
by the Commission under section 305(b)(2) of the Act.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Jakarta, Indonesia, on May 17, 2024.
Indonesia
Energy Corporation Limited |
|
|
|
|
By: |
/s/
Wirawan Jusuf |
|
Name: |
Wirawan
Jusuf |
|
Title: |
Chairman
& Chief Executive Officer |
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Wirawan Jusuf |
|
|
|
|
Wirawan
Jusuf |
|
Chairman
& Chief Executive Officer |
|
May 17, 2024 |
|
|
(principal
executive officer) |
|
|
|
|
|
|
|
/s/
Gregory L. Overholtzer |
|
|
|
|
Gregory
L. Overholtzer |
|
Chief
Financial Officer |
|
May 17, 2024 |
|
|
(principal
financial and accounting officer) |
|
|
|
|
|
|
|
/s/
James J. Huang |
|
|
|
|
James
J. Huang |
|
Chief
Investment Officer and Director |
|
May 17, 2024 |
|
|
|
|
|
/s/
Mirza F. Said |
|
|
|
|
Mirza
F. Said |
|
Chief
Operating Officer and Director |
|
May 17, 2024 |
|
|
|
|
|
/s/
Chia Hsin “Charlie” Wu |
|
|
|
|
Chia
Hsin “Charlie” Wu |
|
Chief
Technology Officer |
|
May 17, 2024 |
|
|
|
|
|
/s/
Mochtar Hussein |
|
|
|
|
Mochtar
Hussein |
|
Director |
|
May 17, 2024 |
|
|
|
|
|
/s/
Benny Dharmawan |
|
|
|
|
Benny
Dharmawan |
|
Director |
|
May 17, 2024 |
|
|
|
|
|
/s/
Ahmad Fathurachman |
|
|
|
|
Ahmad
Fathurachman |
|
Director |
|
May 17, 2024 |
|
|
|
|
|
/s/
Michael L. Peterson |
|
|
|
|
Michael
L. Peterson |
|
Director |
|
May 17, 2024 |
Exhibit 5.1
Indonesia
Energy Corporation Limited
GIESMART
PLAZA 7th Floor
Jl.
Raya Pasar Minggu No. 17A
Pancoran
- Jakarta, Indonesia 12780 |
|
D +1 345 815 1749 |
|
E tommy.tuohy@ogier.com |
|
|
|
Reference:
426400.00004/TTU |
|
|
|
|
|
|
|
17
May 2024 |
Indonesia
Energy Corporation Limited (Company)
We
have acted as Cayman Islands legal advisers to the Company in connection with the Company’s amendment no.1 to registration
statement on Form F-3, including all amendments or preliminary or final supplements thereto (the Registration Statement), filed
with the Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended (the Act)
to date relating to the registration of up to US$50,000,000 of its securities to be filed with the Commission on 17 May
2024 (together, the Securities). The Securities include:
| (i) | ordinary
shares (including any ordinary shares issuable upon exercise of conversion of any other Securities)
of the Company of par value US$0.00267 each (the Ordinary Shares); |
| (ii) | preferred
shares of the Company of par value US$0.00267 each (the Preferred Shares, and together
with the Ordinary Shares, the Equity Securities); |
| (iii) | warrants
to purchase Ordinary Shares (the Warrants), which are issuable pursuant to the terms
of one or more warrant agreements to be entered into between the Company and the warrant
agent for such Warrants thereunder, if any (the Warrant Agreements); |
| (iv) | debt
securities (the Debt Securities) to be issued pursuant to the applicable indenture
to be entered into by the Company (the Indenture); |
Ogier
(Cayman) LLP
89
Nexus Way
Camana
Bay
Grand
Cayman, KY1-9009
Cayman
Islands
T
+1 345 949 9876
F
+1 345 949 9877
ogier.com |
|
A
list of Partners may be inspected on our website |
Indonesia Energy Corporation Limited 17 May 2024 |
| (v) | depositary
shares representing a fraction of an Ordinary Share or a Preferred Share (the Depositary
Shares) to be issued pursuant to a deposit agreement relating to the Depositary Shares
to be entered into between the Company and the depository for such Depositary Shares thereunder
(the Deposit Agreement); |
| (vi) | rights
to purchase one of more of the Securities described above (the Rights) to be issued
under a rights agreement to be entered into between the Company and one or more rights agent
(the Rights Agreement); and/or |
| (vii) | units
comprising any combination of Ordinary Shares, Preferred Shares, Warrants, Debt Securities,
Rights, Depositary Shares or any combination of the foregoing securities (the Units)
which may be issued, under a unit agreement between the Company and a unit agent to be specified
therein, if any (the Unit Agreement). |
The
Indenture, Warrant Agreements, Rights Agreement, Deposit Agreement and Unit Agreements, in each case, as applicable, are referred to
herein collectively as Governing Documents.
The
Warrants, the Debt Securities, the Depositary Shares, the Rights and the Units are collectively referred to herein as Non-Equity Securities.
We
have been advised that the Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement,
any amendment thereto pursuant to Rule 462(b) under the Act and that this opinion is required to be furnished in accordance with the
requirements of Item 601 (b)(5) of Regulation S-K under the Act. No opinion is expressed herein as to any matter pertaining to the contents
of the Registration Statement other than as expressly stated herein with respect to the issue of the Securities.
We
have reviewed (i) the ATM prospectus supplement dated 22 March 2024 included in the Registration Statement (the Prospectus
Supplement and, together with the base prospectus included in the Registration Statement as supplemented by the Prospectus Supplement,
the Prospectus) and (ii) the First Amendment dated 22 March 2024 to the At the Market Offering Agreement dated 22 July
2022 by and between the Company and H.C. Wainwright & Co., LLC (the Document) pursuant to which Ordinary Shares may be issued
(the ATM Shares).
This
opinion is given in accordance with the requirements of the Registration Statement and the Act.
Unless
a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Document. A reference
to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction
of this opinion.
Indonesia Energy Corporation Limited 17 May 2024 |
For
the purposes of giving this opinion, we have examined a copy of the Registration Statement, the Prospectus and the Document. In addition,
we have examined the corporate and other documents listed in Schedule 1. We have not made any searches or enquiries concerning, and have
not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations
expressly referred to in Schedule 1.
In
giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation
or verification in respect of those assumptions.
On
the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations
set forth below, we are of the opinion that:
Corporate
status
| (a) | The
Company has been duly incorporated as an exempted company and is validly existing under the
laws of the Cayman Islands and in good standing with the Registrar of Companies of the Cayman
Islands (the Registrar) and is a separate legal entity with limited liability, is
capable of suing and being sued in its corporate name and is empowered to conduct its business
in accordance with the objects set forth in its Memorandum of Association (as defined herein). |
Issuance
of Shares
| (b) | With
respect to the Ordinary Shares, when: |
| (i) | the
board of directors of the Company (the Board) has taken all necessary corporate action
to approve the issuance and allotment of the Ordinary Shares, the terms of the offering of
the Ordinary Shares and any other related matters; |
| (ii) | either
(A) the provisions of the applicable definitive purchase, underwriting or similar agreement
approved by the Board have been satisfied and payment of the consideration specified therein
(being not less than the par value of the Ordinary Shares) has been made, or (B) if such
Ordinary Shares are issuable upon conversion, exchange, redemption, repurchase or exercise
of any other security, the terms of such security, the Memorandum and Articles (as defined
in Schedule 1) or the instrument governing such security providing for such conversion, exchange,
redemption, repurchase or exercise for Ordinary Shares, as approved by the Board, have been
satisfied and the consideration approved by the Board (being not less than the par value
of the Ordinary Shares) received; and |
Indonesia Energy Corporation Limited 17 May 2024 |
| (iii) | valid
entry has been made in the register of members of the Company reflecting such issuance of
Ordinary Shares, in each case in accordance with the Memorandum and Articles, |
the
Ordinary Shares will be recognised as having been duly authorised and validly issued, fully paid and non-assessable.
| (c) | With
respect to the Preferred Shares, when: |
| (i) | the
Board and the Company has taken all necessary corporate action to approve the creation, issuance
and the terms of the Preferred Shares, the terms of the offering of the Preferred Shares
and other any related matters; |
| (ii) | either
(A) the provisions of the applicable definitive purchase, underwriting or similar agreement
approved by the Board have been satisfied and payment of the consideration specified therein
(being not less than the par value of the Preferred Shares) has been made, or (B) if such
Preferred Shares are issuable upon conversion, exchange, redemption, repurchase or exercise
of any other security, the terms of such security, the Memorandum and Articles or the instrument
governing such security providing for such conversion, exchange, redemption, repurchase or
exercise for Preferred Shares, as approved by the Board, have been satisfied and the consideration
approved by the Board (being not less than the par value of the Preferred Shares) received;
and |
| (iii) | valid
entry have been made in the register of members of the Company reflecting such issuance of
Preferred Shares, in each case in accordance with the Memorandum and Articles, |
the
Preferred Shares will be recognised as having been duly authorised and validly issued, fully paid and non-assessable.
| (d) | With
respect to the ATM Shares, when: |
| (i) | the
provisions of the Document approved by the Board have been satisfied and payment of the consideration
specified therein (being not less than the par value of the ATM Shares) has been made; and |
| (ii) | valid
entry have been made in the register of members of the Company reflecting such issuance of
ATM Shares, in each case in accordance with the Memorandum and Articles, |
the
ATM Shares will be recognised as having been duly authorised and validly issued, fully paid and non-assessable.
Indonesia Energy Corporation Limited 17 May 2024 |
| (e) | With
respect to the Underlying Shares (as defined in paragraph 25 of Schedule 2) to be issued,
when: |
| (i) | the
Board and the Company has taken all necessary corporate action to approve the creation, issuance
and the terms of the Underlying Shares, the terms of the issuance of the Underlying Shares
and other any related matters, including, without limitation, (if necessary) the amendment
to the authorised share capital of the Company by the creation of the Underlying Shares and
the amendment to the Memorandum and Articles reflecting the creation of such Underlying Shares
and setting out the terms, rights and obligations of such Underlying Shares; |
| (ii) | the
provisions of the Deposit Agreement approved by the Board have been satisfied and payment
of the consideration specified therein (being not less than the par value of the Underlying
Shares) has been made; and |
| (iii) | valid
entry have been made in the register of members of the Company reflecting such issuance of
Underlying Shares, in each case in accordance with the Memorandum and Articles; |
the
Underlying Shares will be recognised as having been duly authorised and validly issued, fully paid and non-assessable.
Issuance
of Debt Securities
| (f) | With
respect to the Debt Securities to be issued, when |
| (i) | the
Board has taken all necessary corporate action to authorise and approve the creation and
terms of the Debt Securities and to approve the issue thereof, the terms of the offering
thereof and related matters; |
| (ii) | the
Indenture relating to the Debt Securities shall have been duly authorized and validly executed
and unconditionally delivered by and on behalf of the Company and all the relevant parties
thereunder; and |
| (iii) | the
Debt Securities issued thereunder have been duly executed and delivered on behalf of the
Company and authenticated in the manner set forth in the applicable Indenture relating to
such issue of Debt Securities and delivered against due payment therefor pursuant to, and
in accordance with, the terms of the Registration Statement and any relevant prospectus supplement, |
the
Debt Securities issued pursuant to the Indenture will have been duly executed, issued and delivered.
Valid
Issuance of Warrants
| (g) | With
respect to the Warrants to be issued, when: |
| (i) | the
Board has taken all necessary corporate action to authorise and approve the creation and
terms of the Warrants and to approve the issue thereof, the terms of the offering thereof
and related matters; |
Indonesia Energy Corporation Limited 17 May 2024 |
| (ii) | if
applicable, a Warrant Agreement relating to the Warrants shall have been duly authorized
and validly executed and unconditionally delivered by the Company and the warrant agent thereunder; and |
| (iii) | the
certificates representing the Warrants have been duly executed, countersigned, registered
and delivered, including in accordance with the Warrant Agreement relating to the Warrants,
if any, and the applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor provided therein, |
the
Warrants will be duly authorized and validly issued and will constitute legal, valid and binding obligations of the Company.
Valid
Issuance of Rights
| (h) | With
respect to the Rights to be issued, when: |
| (i) | the
Board has taken all necessary corporate action to authorise and approve the creation and
terms of the Rights and to approve the issue thereof, the terms of the offering thereof and
related matters; |
| (ii) | a
Rights Agreement relating to the Rights shall have been duly authorised and validly executed
and unconditionally delivered by the Company and the financial institution designated as
rights agent thereunder; and |
| (iii) | the
certificates representing the Rights shall have been duly executed, countersigned, issued,
registered and delivered in accordance with the Rights Agreement, and the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon payment of the consideration
therefor provided therein, |
the
Rights will be duly authorised and validly issued and will constitute legal, valid and binding obligations of the Company.
Valid
Issuance of Units
| (i) | With
respect to each issue of Units, when: |
| (i) | the
Board has taken all necessary corporate action to authorise and approve the creation and
terms of the Units and to approve the issue of the Securities which are components thereof,
the terms of the offering thereof and related matters; |
| (ii) | if
applicable, a Unit Agreement relating to the Units shall have been duly authorised and validly
executed and unconditionally delivered by the Company and the financial institution designated
as unit agent thereunder; |
| (iii) | in
respect of any Warrants which are components of the Units, a Warrant Agreement, if any, shall
have been duly authorized and validly executed and unconditionally delivered by the Company
and the warrant agent thereunder, in respect of any Warrants which are components of the
Units; |
Indonesia Energy Corporation Limited 17 May 2024 |
| (iv) | in
respect of any Debt Securities which are components of the Units, the Indenture shall have
been duly authorized and validly executed and unconditionally delivered by the Company and
all relevant parties thereunder; and |
| (v) | the
Units and any Securities which are components of the Units shall have been duly executed,
countersigned, authenticated, issued, registered and delivered (in each case, as and
when applicable), in accordance with the provisions of (A) the Unit Agreement relating to the Units, (B) the applicable Warrant Agreement,
if any, relating to any Warrants which are components of the Units, (C) the applicable Indenture relating to any Debt Securities which
are components of the Units, and (D) the applicable definitive purchase, underwriting or similar agreement approved by the Board, and
upon payment of the consideration therefor provided therein, |
the
Units will be duly authorised and validly issued and will constitute legal, valid and binding obligations of the Company.
No
approvals and consents
| (j) | The
Company is not required to obtain any consent, licence, approval, authorisation or exemption
of any governmental or regulatory authority, agency or court in the Cayman Islands in connection
with the execution or delivery by the Company of the Document or the filing of the Prospectus
with the Commission or the performance of its obligations, or the exercise of its rights,
under them. |
Choice
of law
| (k) | The
express choice of the laws of the jurisdiction specified in the Document to be the governing
law of that document (its Proper Law) will be recognised and applied by the courts
of the Cayman Islands in any action brought in such courts in respect of such document. |
Enforceability
| (l) | The
Document constitutes the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with its terms. |
No
litigation revealed
| (m) | Based
solely on our investigation of the Register of Writs and Other Originating Process (the Register
of Writs), no litigation was pending in the Cayman Islands against the Company, nor had
any petition been presented or order made for the winding up of the Company, as of the close
of business on the day before our inspection. |
Indonesia Energy Corporation Limited 17 May 2024 |
We
offer no opinion:
| (a) | as
to any laws other than the laws of the Cayman Islands, and we have not, for the purposes
of this opinion, made any investigation of the laws of any other jurisdiction, and we express
no opinion as to the meaning, validity, or effect of references in the Document to statutes,
rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman
Islands; |
| (b) | except
to the extent that this opinion expressly provides otherwise, as to the commercial terms
of, or the validity, enforceability or effect of the Document (or as to how the commercial
terms of the Document reflect the intentions of the parties), the accuracy of representations,
the fulfilment of warranties or conditions, the occurrence of events of default or terminating
events or the existence of any conflicts or inconsistencies among the Document and any other
agreements into which the Company may have entered or any other documents; or |
| (c) | as
to whether the acceptance, execution or performance of the Company’s obligations under
the Document will result in the breach of or infringe any other agreement, deed or document
(other than the Memorandum and Articles) entered into by or binding on the Company. |
| 6 | Governing
law of this opinion |
| (a) | governed
by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited
to the matters expressly stated in it; and |
| (c) | confined
to, and given on the basis of, the laws and practice in the Cayman Islands at the date of
this opinion. |
| 6.2 | Unless
otherwise indicated, a reference to any specific Cayman Islands legislation is a reference
to that legislation as amended to, and as in force at, the date of this opinion. |
| 7 | Who
can rely on this opinion |
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings
“Enforceability of Civil Liabilities” and “Legal Matters” of the Registration Statement. In giving such consent,
we do not hereby admit that we are experts within the meaning of Section 11 of the Act or that we are in the category of persons whose
consent is required under Section 7 of the Act or the Rules and Regulations of the Commission promulgated thereunder.
This
opinion may be used only in connection with the offer and sale of the Securities while the Registration Statement is effective.
Yours
faithfully
Ogier
(Cayman) LLP
Indonesia Energy Corporation Limited 17 May 2024 |
Schedule
1
Documents
examined
| 1. | The
Certificate of Incorporation of the Company dated 24 April 2018 issued by the Registrar. |
| 2. | The
amended and restated memorandum of association of the Company adopted by special resolution
passed on 8 November 2019 (the Memorandum of Association). |
| 3. | The
amended and restated articles of association of the Company adopted by special resolution
passed on 8 November 2019 (together with the Memorandum of Association, the Memorandum
and Articles). |
| 4. | A
Certificate of Good Standing dated 14 May 2024 (Good Standing Certificate)
issued by the Registrar in respect of the Company. |
| 5. | A
certificate dated 17 May 2024 as to certain matters of fact signed by a director
of the Company in the form annexed hereto (the Director’s Certificate), having
attached to it the written resolutions of all of the directors of the Company passed on 10
March 2024 (the Board Resolutions). |
| 6. | The
Register of Writs maintained by the office of the Clerk of Courts in the Cayman Islands as
inspected by us on 16 May 2024. |
| 7. | The
Registration Statement. |
Indonesia Energy Corporation Limited 17 May 2024 |
Schedule
2
Assumptions
Assumptions
of general application
| 1 | All
original documents examined by us are authentic and complete. |
| 2 | All
copy documents examined by us (whether in facsimile, electronic or other form) conform to
the originals and those originals are authentic and complete. |
| 3 | All
signatures, seals, dates, stamps and markings (whether on original or copy documents) are
genuine. |
| 4 | Each
of the Good Standing Certificate and the Director’s Certificate is accurate and complete
as at the date of this opinion. |
| 5 | Where
a Document has been provided to us in draft or undated form, such Document has been executed
by all parties in materially the form provided to us and, where we have been provided with
successive drafts of the Document marked to show changes from a previous draft, all such
changes have been accurately marked. |
Status,
authorisation and execution
| 6 | Each
of the parties to the Document other than the Company is duly incorporated, formed or organised
(as applicable), validly existing and in good standing under all relevant laws. |
| 7 | Any
individuals who are parties to the Document, or who sign or have signed documents or give
information on which we rely, have the legal capacity under all relevant laws (including
the laws of the Cayman Islands) to enter into and perform their obligations under such Document,
sign such documents and give such information. |
| 8 | The
Document and each Governing Document has been duly authorised, executed and unconditionally
delivered by or on behalf of all parties to them in accordance with all applicable laws (other
than, in the case of the Company, the laws of the Cayman Islands). |
| 9 | In
authorising the execution and delivery of the Document by the Company, the filing of the
Registration Statement and Prospectus, the exercise of its rights and performance of its
obligations under the Document, each of the directors of the Company has acted in good faith
with a view to the best interests of the Company and has exercised the standard of care,
diligence and skill that is required of him or her. |
| 10 | The
person named in the Board Resolutions as authorised to execute the Document on behalf of
the Company in fact executed such Document with the intention to bind the Company. |
| 11 | Each
of the parties to the Governing Documents other than the Company is duly incorporated, formed
or organised (as applicable), validly existing and in good standing under all relevant laws.
Any individuals who are parties to the Governing Documents, or who sign or have signed documents
or give information on which we rely, have the legal capacity under all relevant laws (including
the laws of the Cayman Islands) to enter into and perform their obligations under such Governing
Document, sign such documents and give such information. |
Indonesia Energy Corporation Limited 17 May 2024 |
| 12 | The
Non-Equity Securities will respectively be issued and authenticated as required in accordance
with the provisions of a duly authorised, executed and delivered applicable Governing Document
and the Non-Equity Securities will be legal, valid, binding and enforceable against all relevant
parties in accordance with their terms under the laws of the State of New York and all other
relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 13 | The
form and terms of any and all Securities (including, without limitation, the designation,
powers, preferences,
rights, qualifications, limitations and restrictions of Preferred Shares), the issuance and sale thereof by the Company, and the Company’s
incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under
any related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the memorandum and articles
of association of the Company then in effect nor any applicable law, regulation, order or decree in the Cayman Islands. |
Choice
of law
| 14 | The
express choice in the Document and the Governing Documents of its Proper Law as the governing
law of that Document was made in good faith. |
| 15 | The
express choice of their Proper Law as the governing law of the Document and the Governing
Documents is a valid and binding selection under its Proper Law and all other relevant laws
(other than the laws of the Cayman Islands). |
| 16 | There
is nothing under any law (other than the laws of the Cayman Islands) that would or might
affect the opinions herein. |
Enforceability
| 17 | We
have not reviewed the Governing Documents and our opinions are qualified accordingly. |
| 18 | We
reserve our opinion as to the extent to which the courts of the Cayman Islands would, in
the event of any relevant illegality or invalidity, sever the relevant provisions of the
Governing Documents and the Non-Equity Securities and enforce the remainder of the Governing
Documents and the Non-Equity Securities or the transaction of which such provisions form
a part, notwithstanding any express provisions in the Indenture in this regard. |
| 19 | The
Document and each Governing Document is legal, valid, binding and enforceable against all
relevant parties in accordance with its terms under its Proper Law and all other relevant
laws (other than, in the case of the Company, the laws of the Cayman Islands). |
| 20 | If
an obligation is to be performed in a jurisdiction outside the Cayman Islands, its performance
will not be contrary to an official directive, impossible or illegal under the laws of that
jurisdiction. |
| 21 | No
moneys paid to or for the account of any party under the Document or the Governing Documents
represent, or will represent, criminal property or terrorist property (as defined in the
Proceeds of Crime Act (Revised), and the Terrorism Act (Revised) respectively). None of the
parties to the Document or the Governing Documents is acting or will act in relation to the
transactions contemplated by the Document or the Governing Documents, in a manner inconsistent
with sanctions imposed by Cayman Islands authorities, or United Nations or United Kingdom
sanctions or measures extended by statutory instrument to the Cayman Islands by order of
His Majesty in Council. |
Indonesia Energy Corporation Limited 17 May 2024 |
| 22 | None
of the opinions expressed herein will be adversely affected by the laws or public policies
of any jurisdiction other than the Cayman Islands. In particular, but without limitation
to the previous sentence: |
| (a) | the
laws or public policies of any jurisdiction other than the Cayman Islands will not adversely
affect the capacity or authority of the Company; and |
| (b) | neither
the execution or delivery of the Document or the Governing Documents nor the exercise by
any party to the Document or the Governing Documents of its rights or the performance of
its obligations under them contravene those laws or public policies. |
| 23 | There
are no agreements, documents or arrangements (other than the documents expressly referred
to in this opinion
as having been examined by us) that materially affect or modify the Document or the Governing Documents or the transactions contemplated
by them or restrict the powers and authority of the Company in any way. |
Equity
Securities
| 24 | The
Equity Securities shall be issued at an issue price in excess of the par value thereof. |
| 25 | With
respect to any shares to be issued underlying the Depositary Shares (the Underlying Shares),
we have further assumed that (i) the Underlying Shares will be issued pursuant to a duly
authorised, executed and delivered Deposit Agreement and (ii) the execution and delivery
of the Deposit Agreement has been duly authorised by the Company and does not contravene
the memorandum and articles of association then in effect or the laws of the Cayman Islands. |
| 26 | All
necessary corporate action will be taken to authorise and approve any issuance of Securities
and the terms of the offering of such Securities thereof and other related matters and that
the applicable definitive purchase, underwriting or similar agreement will be duly approved,
executed and delivered by or on behalf of the Company and all other parties thereto. |
Approvals,
consents and filings
| 27 | The
Company has obtained all consents, licences, approvals and authorisations of any governmental
or regulatory authority or agency or of any other person that it is required to obtain pursuant
to the laws of all relevant jurisdictions (other than those of the Cayman Islands) to ensure
the legality, validity, enforceability, proper performance and admissibility in evidence
of the Document and the Prospectus. Any conditions to which such consents, licences, approvals
and authorisations are subject have been, and will continue to be, satisfied or waived by
the parties entitled to the benefit of them. |
| 28 | All
of the following that are necessary to ensure the validity, legality, enforceability or admissibility
in evidence of the Document and the Prospectus have been made or paid: |
| (a) | all
notarisations, apostillings and consularisations required pursuant to the laws of all relevant
jurisdictions (other than those of the Cayman Islands); and |
| (b) | all
filings, recordings, registrations and enrolments of the Document and the Prospectus with
any court, public office or elsewhere in any jurisdiction outside the Cayman Islands; and |
| (c) | all
payments outside the Cayman Islands of stamp duty, registration or other tax on or in relation
to the Document and the Prospectus. |
Submission
to jurisdiction
| 29 | The
submission by the Company to the jurisdiction of the courts specified in the Document is
binding on the Company as a matter of all relevant laws (other than the laws of the Cayman
Islands). |
Sovereign
immunity
| 30 | The
Company is not a sovereign entity of any state and does not have sovereign immunity for the
purposes of the UK State Immunity Act 1978 (which has been extended by statutory instrument
to the Cayman Islands). |
Indonesia Energy Corporation Limited 17 May 2024 |
Schedule
3
Qualifications
Good
Standing
| 1 | Under
the Companies Act annual returns in respect of the Company must be filed with the Registrar,
together with payment of annual filing fees. A failure to file annual returns and pay annual
filing fees may result in the Company being struck off the Register of Companies, following
which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject
to disposition or retention for the benefit of the public of the Cayman Islands. |
| 2 | In
good standing means only that as of the date of the Good Standing Certificate the Company
is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar.
We have made no enquiries into the Company’s good standing with respect to any filings
or payment of fees, or both, that it may be required to make under the laws of the Cayman
Islands other than the Companies Act. |
Register
of Writs
| 3 | Our
examination of the Register of Writs cannot conclusively reveal whether or not there is: |
| (a) | any
current or pending litigation in the Cayman Islands against the Company; or |
| (b) | any
application for the winding up or dissolution of the Company or the appointment of any liquidator
or trustee in bankruptcy in respect of the Company or any of its assets, |
as
notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated
with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore,
we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
Limited
liability
| 4 | We
are not aware of any Cayman Islands authority as to when the courts would set aside the limited
liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based
on the Companies Act of the Cayman Islands and English common law authorities, the latter
of which are persuasive but not binding in the courts of the Cayman Islands. Under English
authorities, circumstances in which a court would attribute personal liability to a shareholder
are very limited, and include: (a) such shareholder expressly assuming direct liability (such
as a guarantee); (b) the company acting as the agent of such shareholder; (c) the company
being incorporated by or at the behest of such shareholder for the purpose of committing
or furthering such shareholder’s fraud, or for a sham transaction otherwise carried
out by such shareholder. In the absence of these circumstances, we are of the opinion that
a Cayman Islands’ court would have no grounds to set aside the limited liability of
a shareholder. |
Indonesia Energy Corporation Limited 17 May 2024 |
Non-Assessable
| 5 | In
this opinion, the phrase “non-assessable” means, with respect to the Shares in
the Company, that a shareholder shall not, solely by virtue of its status as a shareholder,
be liable for additional assessments or calls on the Shares by the Company or its creditors
(except in exceptional circumstances, such as involving fraud, the establishment of an agency
relationship or an illegal or improper purpose or other circumstance in which a court may
be prepared to pierce or lift the corporate veil). |
Choice
of law
| (a) | The
courts of the Cayman Islands will not recognise the choice of its Proper Law as the governing
law of the Document to the extent that such choice of Proper Law would be incompatible with
the public policy of Cayman Islands law. |
| (b) | In
any action brought in respect of the Document in the courts of the Cayman Islands, those
courts will not apply its Proper Law unless that law is pleaded and proved in the courts
of the Cayman Islands, nor will they apply that law: |
| (i) | to
matters of procedure; and |
| (ii) | to
the extent the application of that Proper Law would be incompatible with the public policy
of Cayman Islands law or contrary to mandatorily-applicable provisions of Cayman Islands
law. |
Enforceability
| 7 | In
this opinion, the term “enforceable” means that the relevant obligations are
of a type that the courts of the Cayman Islands will ordinarily enforce, but it does not
mean that those obligations will necessarily be enforced in all circumstances in accordance
with their terms. In particular, but without limitation: |
| (a) | enforcement
may be limited by insolvency or similar laws affecting the rights of creditors; |
| (b) | enforcement
may be limited by general principles of equity. In particular, equitable remedies, such as
specific performance and injunction, will only be granted by a court in its discretion and
may not be available where the court considers damages to be an adequate remedy; |
| (c) | a
claim may be barred by statutes of limitation, or it may be or become subject to defences
of set-off, abatement, laches or counterclaim and the doctrines of estoppel, waiver, election,
forbearance or abandonment; |
| (d) | a
court may refuse to allow unjust enrichment; |
| (e) | enforcement
of an obligation of a party under the Document may be invalidated or vitiated by reason of
fraud, duress, misrepresentation or undue influence or it may be limited by Cayman Islands
law dealing with frustration of contracts; |
| (f) | a
provision of the Document that fetters any statutory power of a Cayman Islands’ company,
such as a provision restricting the company’s power to commence its winding up, to
alter its memorandum and articles of association or to increase its share capital, may not
be enforceable; |
Indonesia Energy Corporation Limited 17 May 2024 |
| (g) | the
effectiveness of a provision in the Document releasing a party from a liability or duty otherwise
owed may be limited by law; |
| (h) | a
court will not enforce a provision of the Document to the extent that it may be illegal or
contrary to public policy in the Cayman Islands or purports to bar a party unconditionally
from, seeking any relief from the courts of the Cayman Islands or any other court or tribunal
chosen by the parties; |
| (i) | a
provision of the Document that is construed as being penal in nature, in that it provides
that a breach of a primary obligation results in a secondary obligation that imposes a detriment
on the contract-breaker out of all proportion to any legitimate interest of the innocent
party in the enforcement of the primary obligation, will not be enforceable (and we express
no opinion as to whether such a provision is proportionate); |
| (j) | a
court may refuse to give effect to a provision in the Document (including a provision that
relates to contractual interest on a judgment debt) that it considers usurious; |
| (k) | a
court may not enforce a provision of the Document to the extent that the transactions contemplated
by it contravene economic or other sanctions imposed in respect of certain states or jurisdictions
by a treaty, law, order or regulation applicable to the Cayman Islands; |
| (l) | a
court may refuse to give effect to a provision in the Document that involves the enforcement
of any foreign revenue or penal laws; and |
| (m) | where
a contract provides for the payment of legal fees and expenses incurred by a party to that
contract in enforcing the contract, a party who succeeds in enforcing the contract is entitled
to recover by court judgment the amount of the legal fees and expenses found to be due under
the terms of the contract. In all other cases, costs of legal proceedings can only be recovered
from another party to the proceedings by a court order, which is a matter for the discretion
of the court, and such costs are liable to taxation (assessment by the court. |
| 8 | A
court may determine in its discretion the extent of enforceability of a provision of the
Document that provides for or requires, as the case may be: |
| (a) | severability
of any provision of the Document held to be illegal or unenforceable; |
| (b) | any
calculation, determination or certificate to be conclusive or binding, including if that
calculation, determination or certificate is fraudulent or manifestly inaccurate or has an
unreasonable or arbitrary basis; |
| (c) | the
vesting in a party of a discretion or of a power to determine a matter in its opinion, if
that discretion is exercised unreasonably or the opinion is not based on reasonable grounds;
or |
| (d) | written
amendments or waivers of the Document if a purported amendment or waiver is effected by oral
agreement or course of conduct, and we express no opinion on any provisions of that type. |
| 9 | The
law of the Cayman Islands may not recognise a difference between negligence and gross negligence. |
Indonesia Energy Corporation Limited 17 May 2024 |
| 10 | Where
a Document is dated “as of” a specific date, although the parties to that Document
have agreed between themselves that, as a matter of contract and to the extent possible,
their rights and obligations under it take effect from a date prior to the date of execution
and delivery, that Document still comes into effect on the date it is actually executed and
delivered. Rights of third parties under that Document also take effect from the date that
Document is actually executed and delivered, rather than the “as of” date. |
Jurisdiction
clauses
| 11 | Notwithstanding
any provision of the Document providing for the exclusive jurisdiction of the courts of another
country, the courts of the Cayman Islands may not stay or strike out proceedings brought
in contravention of such a provision if the claimant shows that it is just and proper to
allow such proceedings to continue. In relation to some matters the courts of the place of
incorporation have exclusive jurisdiction and, where that place of incorporation or registration
is not the Cayman Islands, the Cayman Islands court will not accept jurisdiction. |
| 12 | Notwithstanding
any provision of the Document providing for the non-exclusive jurisdiction of the courts
of another country, a Cayman Islands court will only refuse leave to serve a writ outside
of the Cayman Islands if the Cayman Islands are not the most appropriate forum and will only
stay or strike out proceedings if pursuing the case in the Cayman Islands court would be
vexatious or oppressive. There is no presumption that the nomination of a non-exclusive forum
will give priority to that forum over the Cayman Islands. |
Stamp
duty
| 13 | Cayman
Islands stamp duty will be payable if the Document is executed in, or brought to, the Cayman
Islands (including being produced to a court of the Cayman Islands). |
Public
offering in the Cayman Islands
| 14 | The
Company is prohibited by section 175 of the Companies Act from making any invitation to the
public in the Cayman Islands to subscribe for any of its securities. |
Exhibit
5.2
May
17, 2024
Indonesia
Energy Corporation Limited
GIESMART
PLAZA 7th Floor
Jl.
Raya Pasar Minggu No. 17A
Pancoran
- Jakarta, Indonesia 12780
Re:
Indonesia Energy Corporation Limited
Ladies
and Gentlemen:
We
have acted as U.S. securities counsel to Indonesia Energy Corporation Limited, a Cayman Islands exempted company (the
“Company”), in connection with the preparation of a registration statement on Form F-3 (the “Registration Statement”)
and an accompanying base prospectus and prospectus supplement related to a proposed “at the market” offering by the Company
(the “ATM Prospectus Supplement”), filed by the Company with the Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) the offer and sale from time to
time by the Company of up to a maximum of $50,000,000 aggregate initial offering price of a presently indeterminate amount of securities
including ordinary shares, preferred shares, warrants, debt securities (which may be senior or subordinated, convertible or non-convertible,
secured or unsecured) (the “Debt Securities”), rights, units, and depositary shares (the “Depositary Shares,”
each a “Company Security” and collectively, or in any combination, the “Company Securities”); and (ii) the offer
and sale from time to time by the Company of up to $9,600,000 of ordinary shares of the Company pursuant to the ATM Prospectus
Supplement.
The
Company Securities may be issued and sold by the Company pursuant to applicable provisions of Rule 415 under the Securities Act, in amounts,
at prices and on terms to be determined in light of market conditions at the time of sale, and as set forth in the Registration Statement
and ATM Prospectus Supplement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and any
supplements to the Prospectus in addition to the ATM Prospectus Supplement (each, a “Prospectus Supplement”).
The Company Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including
the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.
For
purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all
signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof, and the due execution
and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed
the legal capacity of natural persons, that persons identified to us as officers of the Company are actually serving in such capacity,
that the representations of officers and employees of the Company are correct as to questions of fact, that the Company’s
board of directors will have taken all action necessary to set the issuance price of the Company Securities to be offered and sold and
that each party to the documents we have examined or relied on has the power, corporate or other, to enter into and perform all obligations
thereunder and also have assumed the due authorization by all requisite action, corporate or other, the execution and delivery by such
parties of such documents, and the validity and binding effect thereof on such parties. We have not independently verified any of these
assumptions.
The
opinions expressed in this opinion letter are limited to, and we assume the documents pertaining to the Debt Securities and the Depositary
Shares addressed in our opinions below shall be governed solely by, the laws of the State of New York, without regard to the conflicts
of laws principles thereof. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the
matters covered herein of (a) the laws of any other jurisdiction; or (b) the laws of any county, municipality or other
political subdivision or local governmental agency or authority.
All
references in this opinion letter to the board of directors of the Company are intended to include an authorized committee thereof empowered
and authorized to act in lieu of the full board of directors of the Company.
Based
on the foregoing and in reliance thereon, and subject to the assumptions, qualifications, limitations and exceptions set forth below,
we are of the opinion that:
1.
With respect to any Debt Securities when (a) the board of directors of the Company has taken all necessary corporate action to approve
an applicable indenture, if any, or any amendment or supplement thereto or other agreement in respect thereof, if any, and such indenture,
if any, or any amendment or supplement thereto or other agreement in respect thereof, if any, has been validly executed and delivered
by the Company, (b) any applicable indenture, if required, has been duly qualified under the Trust Indenture Act of 1939, as amended,
if qualification is required thereunder, (c) the board of directors of the Company has taken all necessary corporate action to approve
the specific issuance and terms of any series of debt security duly established in accordance with the applicable indenture, if any,
and (d) such Debt Securities have been duly executed, countersigned, registered, issued and delivered in accordance with the indenture,
if any, or any amendment or supplement thereto or other agreement in respect thereof, if any, the applicable definitive purchase, underwriting
or similar agreement, as applicable, such Debt Securities will constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as
to (x) the enforceability of any waiver of rights under any usury or state law, (y) the validity, legally binding effect or enforceability
of any provision of the indenture that requires or relates to adjustments to the conversion rate at a rate or in an amount that a court
would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture or (z) the validity,
legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principle amount upon
acceleration of the Debt Securities to the extent determined to constitute unearned interest.
2. With
respect to the Depositary Shares, when (i) the board of directors of the Company has taken all necessary corporate action to approve
the issuance and terms of the Depositary Shares, the terms of the offering thereof and related matters; (ii) the depositary agreement
or agreements relating to the Depositary Shares and the related depositary receipts have been duly authorized and validly executed and
delivered by the board of directors of the Company and the depositary appointed by the Company; (iii) the ordinary shares or preferred
shares underlying the Depositary Shares have been duly authorized, validly issued and deposited with the depositary under the applicable
depositary agreement; and (iv) the depositary receipts representing the Depositary Shares have been duly executed, countersigned, registered
and delivered in accordance with the appropriate depositary agreement approved by the Company, upon payment of the consideration therefor
provided for in the applicable definitive purchase, underwriting or similar agreement, the Depositary Shares will be legally issued and
will entitle their holders to the rights specified in the deposit agreement and the depositary receipt.
The
opinions set forth above are subject to the following additional assumptions:
| (i) | the
Registration Statement, including any amendments thereto (including post-effective
amendments), will have been declared effective under the Securities Act, and such effectiveness
shall not have been terminated, suspended or rescinded; |
| (ii) | all
Company Securities will be issued and sold in compliance with applicable federal and state
securities laws, rules and regulations and solely in the manner provided in the Registration
Statement, the ATM Prospectus Supplement, and any other applicable Prospectus Supplement,
and there will not have occurred any change in law, rule, regulation or fact affecting
the validity of any of the opinions rendered herein; |
| (iii) | a
definitive purchase, underwriting or similar agreement and any other necessary agreements
with respect to any Company Securities offered or issued will have been duly authorized and
duly executed and delivered by the Company and the other parties thereto; |
| (iv) | the
final terms of any of the Company Securities when issued, the issuance, sale and delivery
thereof by the Company, and the incurrence and performance of the Company’s obligations
thereunder or respect thereof in accordance with the terms thereof, and any consideration
received by the Company for any such issuance, sale and delivery, will comply with, and will
not violate, the Company’s Memorandum and Articles of Association (as may be amended
from time to time) (the “Memorandum and Articles of Association”) or any applicable
law, rule or regulation, or result in a default under or breach of any agreement or instrument
binding upon the Company and will comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company or to which the issuance,
sale and delivery of such Company Securities or the incurrence and performance of such obligations
may be subject or violate any applicable public policy, or be subject to any defense in law
or equity; |
| (v) | the
Company shall have taken any action required to be taken by the Company to authorize the
offer and issuance of the Company Securities, and such authorization shall remain in effect
and unchanged at all times during which the Company Securities are offered and issued and
shall not have been modified or rescinded (subject to the further assumption that the sale
of any Company Security takes place in accordance with such authorization), the board of
directors of the Company shall have duly established the terms of such Company Security and
duly authorized and taken any other necessary corporate action to approve the issuance and
sale of such Company Security in conformity with the Memorandum and Articles of Association
(subject to the further assumption that Memorandum and Articles of Association have not been
amended from the date hereof in a manner that would affect the validity of any of the opinions
rendered herein), and such authorization shall remain in effect and unchanged at all times
during which the Company Securities are offered and issued and shall not have been modified
or rescinded (subject to the further assumption that the sale of any Company Security takes
place in accordance with such authorization); and |
| (vi) | to
the extent they purport to relate to liabilities resulting from or based upon gross negligence,
recklessness or other conduct committed or omitted willfully or in bad faith or any violation
of federal or state securities or blue sky laws, we express no opinions concerning the enforceability
of indemnification provisions. |
The
opinions above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
receivership, moratorium and other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally,
(ii) general principles of equity, whether such principles are considered in a proceeding of law or at equity, and (iii) an implied covenant
of good faith, reasonableness and fair dealing and standards of materiality.
We
express no opinion as to any provision in any unit purchase agreement other agreement pursuant to which any Company Securities are to
be issued or governed, or the Memorandum and Articles of Association (i) that purports to waive forum non convenient or trial by jury;
(ii) that relates to judgments in currencies other than U.S. dollars; (iii) that releases, exculpates or exempts a party from, or requires
indemnification or contribution of a party for, liability for its own negligence or misconduct; (iv) that purports to allow any party
to unreasonably interfere in the conduct of the business of another party; (v) that purports to require any party to pay any amounts
due to another party without a reasonable accounting of the sums purported to be due; (vi) that purports to prohibit the assignment of
rights that may be assigned pursuant to applicable law regardless of an agreement not to assign such rights; (vii) that purports to require
that amendments to any agreement be in writing; (viii) relating to powers of attorney, severability or set-off; (ix) that purports to
limit access exclusively to any particular courts; (x) that provides a waiver of stay, extension or usury laws or of unknown future rights;
and (xi) providing that decisions by a party are conclusive or may be made in its sole discretion. We express no opinion concerning whether
a U.S. federal court would accept jurisdiction in any dispute, action, suit or proceeding arising out of or relating to any agreement
or the transactions contemplated thereby.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption
“Legal Matters” in the Prospectus. In giving our consent, we do not thereby admit that we are experts with respect to any
part of the Registration Statement, the Prospectus or any Prospectus Supplement within the meaning of the term “expert,”
as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very
truly yours,
/s/
Ellenoff Grossman & Schole LLP |
|
Ellenoff
Grossman & Schole LLP |
|
Exhibit
23.3
Independent
Registered Public Accounting Firm’s Consent
We
consent to the incorporation by reference in this Registration Statement of Indonesia Energy Corporation Limited on Amendment No.1 to
Form F-3 (File No. 333-278175) of our report dated April 26, 2024, with respect to our audits of the consolidated financial statements
of Indonesia Energy Corporation Limited as of December 31, 2023 and 2022 and for the three years ended December 31, 2023 appearing in
the Annual Report on Form 20-F of Indonesia Energy Corporation Limited for the year ended December 31, 2023. We also consent to the reference
to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/
Marcum Asia CPAs LLP
Marcum
Asia CPAs LLP
Beijing,
China
May
17, 2024
Exhibit
107
Calculation
of Filing Fee Tables
FORM
F-3
(Form
Type)
INDONESIA
ENERGY CORPORATION LIMITED
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered and Carry Forward Securities
In
US Dollars
| |
Security Type | |
Security Class Title | | |
Fee Calculation Rule or Instruction | | |
Amount Registered | | |
Proposed Maximum Offering Price Per Unit | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
Newly Registered Securities | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fees to be paid | |
Equity | |
| Ordinary Shares | | |
| Rule 457(o) | | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
| - | | |
| - | |
Fees to be paid | |
Equity | |
| Preferred Shares | | |
| Rule 457(o) | | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
| - | | |
| - | |
Fees to be paid | |
Debt | |
| Debt Securities | | |
| Rule 457(o) | | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
| - | | |
| - | |
Fees to be paid | |
Other | |
| Rights | | |
| Rule 457(o) | | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
| - | | |
| - | |
Fees to be paid | |
Other | |
| Warrants | | |
| Rule 457(o) | | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
| - | | |
| - | |
Fees to be paid | |
Other | |
| Units | | |
| Rule 457(o) | | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
| - | | |
| - | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fees to be paid | |
Other | |
| Depositary Shares | | |
| Rule 457(o) | | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
| - | | |
| - | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fees to be Paid | |
Unallocated (Universal) Shelf | |
| - | | |
| Rule 457(o) | | |
$ | 50,000,000 | (1) | |
| (1 | ) | |
$ | 50,000,000 | (1) | |
$ | 0.00014760 | | |
$ | 7,380 | |
Fees Previously Paid | |
- | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
Total Offering Amounts | | |
| | | |
| | | |
$ | 50,000,000 | | |
| | | |
$ | 7,380 | |
| |
Total Fees Previously Paid | | |
| | | |
| | | |
| | | |
| | | |
| - | |
| |
Total Fee Offsets | | |
| | | |
| | | |
| | | |
| | | |
$ | 4,937 | |
| |
Net Fee Due | | |
| | | |
| | | |
| | | |
| | | |
$ | 2,443 | |
Table
2: Fee Offset Claims and Sources
In
US Dollars
|
|
Registrant
or Filer Name |
|
Forms
or Filing Type |
|
File
Number |
|
Initial
Filing Date |
|
|
Filing
Date |
|
|
Fee
Offset Claimed |
|
|
Security
Type Associated with Fee Offset Claimed |
|
|
Security
Title
Associated
with
Fee
Offset
Claimed |
|
|
|
Unsold
Securities Associated with Fee Offset Claimed |
|
|
|
Unsold
Offering Amount Associated with Fee Offset Claimed |
|
|
|
Fee
Paid with Fee Offset Source |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
Offset Claims |
|
Indonesia
Energy Corporation Limited |
|
F-3 |
|
333-252520 |
|
January
28, 2021 |
|
|
- |
|
$ |
4,937 |
(2) |
|
Unallocated
(Universal Shelf) |
|
|
(2) |
|
|
|
(2) |
|
|
$ |
45,253,995 |
|
|
|
(2) |
|
|
(1) |
There
are being registered under this Registration Statement such indeterminate number of ordinary shares, preferred shares, debt securities,
rights, depositary shares, units, warrants and a combination of such securities, separately or as units, as may be sold by the Registrant from time
to time, which collectively shall have an aggregate offering price not to exceed $50,000,000. The securities registered hereunder
also include such indeterminate number of each class of identified securities as may be issued upon conversion, exercise, redemption
or exchange of any other securities that provide for such conversion into, exercise for, redemption of or exchange into such securities.
Separate consideration may or may not be received for securities that are issuable on exercise, conversion, redemption or exchange
of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”),
the ordinary shares being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect
to the shares being registered hereunder as a result of stock splits, stock dividends, distributions or similar transactions. The
proposed offering price per security will be determined, from time to time, by the registrant in connection with the sale of the
securities under this Registration Statement. |
|
|
|
|
(2) |
The
Registrant’s previous registration statement on Form F-3, initially filed on January 28, 2021, and subsequently amended on
February 11, 2021 and declared effective on February 16, 2021 (File No. 333-252520) (the “Prior Registration Statement”),
registered $50,0000,000 worth of securities. In connection with the Prior Registration Statement, the Registrant paid
a total of $5,455.00 in registration fees. As of the date hereof, $45,253,994 worth of securities remain unsold under
the Prior Registration Statement. Pursuant to Rule 457(o) of the Securities Act, the Registrant is registering $50,000,000
in aggregate offering amount of securities of the Registrant pursuant to this Registration Statement with a required registration
fee of $7,380. Accordingly, based on the filing fees associated with amount of unsold securities under the Prior Registration
Statement, a fee offset of $4,937 is applied to the present registration fee, netting a total registration fee of $2,443 to be paid
in connection with this Registration Statement. In accordance with the Securities Act, the offering of the unsold securities
on the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |
Indonesia Energy (AMEX:INDO)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
Indonesia Energy (AMEX:INDO)
Historical Stock Chart
Von Dez 2023 bis Dez 2024