January 18, 2022

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Introduction

On 12 January 2022, the Hong Kong Monetary Authority (HKMA) released a Discussion Paper on the expansion of the Hong Kong regulatory framework to stablecoins (e.g. crypto-assets pegged to fiat currencies). The Paper considers the adequacy of the existing regulatory framework in light of the growing use of stablecoins and other types of crypto-assets in financial markets, and the challenges posed by this increase in their prevalence. It further poses eight questions for consideration by the industry, including the scope of a proposed new regulatory regime to cover what the HKMA describes as “payment-related stablecoins”.

This client alert provides an overview of the HKMA’s views on crypto-assets and stablecoins as outlined in the Paper, discusses the implications for players in the stablecoin ecosystem if the proposed changes are implemented, and suggested next steps for interested parties.

The HKMA has requested responses to the Paper by 31 March 2022, and has indicated that it intends to introduce this new stablecoin regulatory regime by 2023-2024.

HKMA’s views on crypto-assets and financial stability

The Paper provides a valuable insight into the HKMA’s views on crypto-assets in general, and stablecoins in particular, including their linkages to the traditional financial system and ramifications on financial stability.

In introducing its proposal to regulate payment related stablecoins, the HKMA has made it clear that while the current size and trading activity of crypto-assets globally may not pose an immediate threat to the stability of the global financial system from a systemic point of view, it does consider the increasing prevalence of crypto-assets to have the potential to impact financial stability. In particular, the HKMA has flagged that it considers the growing exposure of institutional investors, as well as certain segments of the retail public, to such assets as an alternative to, or to complement traditional asset classes, indicates growing interconnectedness with the mainstream financial system.

Further, as noted by the HKMA, it understands that while Hong Kong authorised banks (Authorised Institutions or AIs) currently undertake only limited activities in relation to crypto-assets, AIs are interested in pursuing these activities further, given that they face increasing demand from customers for crypto-related products and services. This is consistent with what we understand is a steady increase in high net wealth investors hungry for yield demanding access to crypto-assets through their private wealth managers, as well as an uptick in demand from retail investors in Hong Kong eager for the same exposure to upside. To this end, the HKMA has flagged that it will soon provide AIs with more detailed regulatory guidance in relation to their interface with and provision of services to customers in relation to crypto-assets.

Finally, the HKMA has also noted its concerns that the ease of anonymous transfer of crypto-assets may make them susceptible to the risk of illicit and money laundering / terrorist financing activities.

The HKMA’s views on stablecoins

The Paper also flags the HKMA’s view that stablecoins are increasingly viewed as a ‘widely acceptable means of payment’ and that this, alongside the actual increase in their use, has increased the potential for their incorporation into the mainstream financial system. In the HKMA’s opinion, this in turn raises broader monetary and financial stability implications and has resulted in the regulation of stablecoins becoming a key priority for the HKMA, which has stated in the Paper that it wishes to ensure that such coins “are appropriately regulated before they operate in Hong Kong or are marketed to the public of Hong Kong”.

The Paper goes on to identify a number of potential risks that may arise in relation to the use of stablecoins, including, in summary:

• Payment integrity risks where stablecoins are commonly accepted as a means of payment and operational disruptions or failures occur in relation to the stablecoins;
• Banking stability risks if banks were to increase their exposure to stablecoins, particularly if stablecoins were viewed as a substitute for bank deposits;
• Monetary policy risks in relation to the issue and redemption of HKD-backed stablecoins, which could affect interbank HKD demand and supply; and
• User protection risks where a user may have no or limited recourse in relation to operational disruptions or failures of a stablecoin.

Given these potential risks, the HKMA has stated in the Paper that it considers it appropriate to expand the regulatory perimeter to cover payment-related stablecoins in the first instance, although it has not ruled out the possibility of regulating other forms of stablecoins as well.

The HKMA’s discussion questions for industry consideration

The HKMA has noted in the Paper that it considers ‘the need to regulate [stablecoins] is well justified and the tool to regulate…[can] be decided at a later stage’. However, it has indicated that it wishes for feedback from the industry and the public on the scope of the regulatory regime applicable to stablecoins, and to this end has set out eight discussion questions for industry consideration. A summary of the key questions posed by the HKMA, as well as the HKMA’s views on those questions, is set out below.

Question 1: Should we regulate activities relating to all types of stablecoins or give priority to those payment-related stablecoins that pose higher risks to the monetary and financial systems while providing flexibility in the regime to make adjustments to the scope of stablecoins that may be subject to regulation as needed in the future?

In posing this question, the HKMA has noted that it intends to take a risk-based approach focused initially on payment-related stablecoins at this stage given their predominance in the market and higher potential to be incorporated into the mainstream financial market (as discussed above). However, the HKMA has noted that it intends to ensure that whatever regime is introduced is sufficiently flexible that it could extend to other types of stablecoins in the future. As such, issuers and traders of other types of stablecoins should not expect to avoid regulatory scrutiny forever.

Question 2: What types of stablecoin-related activities should fall under the regulatory ambit, e.g. issuance and redemption, custody and administration, reserves management?

The HKMA has proposed regulating a broad range of stablecoin-related activities, including:

• Issuing, creating or destroying stablecoins;
• Managing reserve assets to ensure stabilisation of stablecoin value;
• Validating transactions and records;
• Storing private keys used to provide access to stablecoins;
• Facilitating the redemption of stablecoins;
• Transmission of funds to settle transactions; and
• Executing transactions in stablecoins.

This broad list is based on a list of activities in relation to stablecoins published by the Financial Stability Board[1] and as such may be viewed as in keeping with international standards. However, as discussed below in relation to Question 5, the breadth of this regime may raise concerns regarding the degree of overlap between this regime and others proposed by Hong Kong regulators, including the proposed VASP regime to be administered by the Securities and Futures Commission (SFC) (see our alert here).

Question 3: What kind of authorisation and regulatory requirements would be envisaged for those entities subject to the new licensing regime?

The HMKA has suggested that it considers that entities subject to the new stablecoin licensing regime would be subject to the following requirements:

• authorisation and prudential requirements, including adequate financial resources and liquidity requirements;
• fit and proper requirements in relation to both management and ownership;
• requirements relating to the maintenance and management of reserves of backing assets; and systems; and
• controls, governance and risk management requirements.

Further, given that it is common for multiple entities to be involved in different parts of a stablecoin arrangement, the HKMA has noted that such entities could be subject to part or all of the requirements, depending on the services they offer.

If requirements in relation to these matters are ultimately implemented by the HKMA, the stablecoin regime would cover some of the requirements of the proposed VASP regime, with the exception of requirements of reserves of backing assets, which will presumably only be applied to stablecoins given their nature.

Question 4: What is the intended coverage as to who needs a licence under the intended regulatory regime?

The HKMA has signalled that it believes that only entities incorporated in Hong Kong and holding a relevant licence granted by HKMA should carry out regulated activities, to enable the HKMA to exercise effective regulation on the relevant entities. As such, it has stated in the Paper that it expects that foreign companies / groups which intend to provide regulated activities in Hong Kong or actively market those activities in Hong Kong to incorporate a company in Hong Kong and apply for a licence to the HKMA under this regime.

If implemented, this would have significant ramifications for those global crypto-exchanges currently offering trading in stablecoins to Hong Kong users from offshore. These businesses would be faced with a choice between either incorporating in Hong Kong and seeking a licence, or discontinuing their trading for Hong Kong users.

Question 5: When will this new, risk-based regime on stablecoins be established, and would there be regulatory overlap with other financial regulatory regimes in Hong Kong, including but not limited to the SFC’s VASP regime, and the SVF licensing regime of the PSSVFO?

The HKMA has stated that it will collaborate and coordinate with other financial regulators when defining the scope of its oversight and will seek to avoid regulatory arbitrage, including in relation to areas which ‘may be subject to regulation by more than one local financial authority’.

However, an HKMA-administered regime of the breadth proposed above would create a situation in which an exchange undertaking transactions in non-stablecoin crypto-assets would be regulated by the SFC under its proposed new VASP regime while being regulated by both the SFC and the HKMA under its stablecoin regime. In this respect, we note that the proposed definition of ‘virtual asset’ under the proposed new VASP regime ‘applies equally to virtual coins that are stable (i.e. the so-called “stablecoins”)’.[2] While the HKMA and SFC share regulatory responsibility for Registered Institutions (i.e. Authorised Institutions which are separately licensed by the SFC to undertake securities and futures business), that shared regulatory responsibility concerns distinctly different types of activities. In contrast, we consider that from an exchange’s perspective, the act of executing transactions in stablecoins is substantially similar to executing transactions in non-stablecoin crypto-assets. As such, this approach may lead to unnecessary and undesirable regulatory inefficiencies if exchanges are required to be licensed under both the SFC and HKMA regimes to undertake transactions in crypto-assets.

Question 6: Stablecoins could be subject to run and become potential substitutes of bank deposits. Should the HKMA require stablecoin issuers to be AIs under the Banking Ordinance, similar to the recommendations in the Report on Stablecoins issued by the US President’s Working Group on Financial Markets?

While not expressly stating that it will not require stablecoin issuers to be regulated as AIs under the Banking Ordinance, the HKMA has indicated that it expects that the requirements applicable to stablecoin issuers will instead borrow from Hong Kong’s current regulatory framework for stored value facilities (SVF). However, the HKMA has signalled that certain stablecoin issuers may be subject to higher prudential requirements than SVF issuers where they issue stablecoins of systemic importance.

Question 7: [Does] the HKMA also have plan[s] to regulate unbacked crypto-assets given their growing linkage with the mainstream financial system and risk to financial stability?

The HKMA has not expressly ruled out regulating unbacked crypto-assets, and has stated that it is necessary to continue monitoring the risks posed by this asset class. In stating this, the HKMA has also pointed to the VASP regime, suggesting that the HKMA’s approach to this area is likely to depend on the success of that regime once implemented.

Question 8: For current or prospective parties and entities in the stablecoins ecosystem, what should they do before the HKMA’s regulatory regime is introduced?

The HKMA has advised current and prospective players in the stablecoin ecosystem to provide feedback on the proposals set out in the Discussion Paper, and has noted that in the interim, it will continue to supervise AIs’ activities in relation to crypto-assets and implement the SVF licensing regime pending implementation of this new regime.

Conclusion

The Discussion Paper provides a valuable insight into the HKMA’s plans for the future of stablecoin regulation in Hong Kong. While some concerns exist as to the potential overlap between the HKMA’s new proposed regime and the SFC’s VASP regime, it is clear that the HKMA intends to ensure that it is regarded as the primary regulator of stablecoins going forward, and that it sees the regulation of this asset class as closely linked to its key objective of ensuring financial stability.

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   [1]   See Financial Stability Board, Regulation, Supervision and Oversight of “Global Stablecoin” Arrangements: Final Report and High-Level Recommendations, https://www.fsb.org/wp-content/uploads/P131020-3.pdf, page 10.

   [2]   See Financial Services and the Treasury Bureau, Public Consultation on Legislative Proposals to Enhance Anti-Money Laundering and Counter-Terrorist Financing Regulation in Hong Kong (Consultation Conclusions), https://www.fstb.gov.hk/fsb/en/publication/consult/doc/consult_conclu_amlo_e.pdf, paragraph 2.8.

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Gibson Dunn’s lawyers are available to assist in addressing any questions you may have regarding these developments.  If you wish to discuss any of the matters set out above, please contact any member of Gibson Dunn’s Crypto Taskforce (cryptotaskforce@gibsondunn.com) or the Global Financial Regulatory team, including the following authors in Hong Kong:

William R. Hallatt (+852 2214 3836, whallatt@gibsondunn.com)
Emily Rumble (+852 2214 3839, erumble@gibsondunn.com)
Arnold Pun (+852 2214 3838, apun@gibsondunn.com)
Becky Chung (+852 2214 3837, bchung@gibsondunn.com)

© 2022 Gibson, Dunn & Crutcher LLP

Attorney Advertising:  The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice.

Written by Gabriela Henriquez Stoikow  on January 18, 2022

A new application for a community bank from Hialeah is in the pipeline of the Florida Office of Financial Regulation, Division of Financial Institutions to become a state-chartered financial institution. It would be the first new one in Miami-Dade in at least five years.

“They’re working on raising capital. So that is one pending chartering application that we have before us for Miami-Dade County,” said Jeremy W. Smith, director of the Division of Financial Institutions.

To obtain access to the rest of this story and every article of this week’s edition and future editions, login to your subscription or click here to subscribe.

Item 7.01 Regulation FD Disclosure

As previously reported, on August 16, 2021, M3-Brigade Acquisition II Corp., a
Delaware corporation (“MBAC”), entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with Blue Steel Merger Sub Inc., a Delaware corporation and
wholly owned subsidiary of MBAC (“Merger Sub”), and Syniverse Corporation, a
Delaware corporation (“Syniverse”), pursuant to which Merger Sub will merge with
and into Syniverse, with Syniverse surviving the merger as a wholly owned
subsidiary of MBAC. MBAC has set February 9, 2022 as the date for its special
meeting of stockholders to approve the transaction (the “Special Meeting”). The
transaction is expected to close shortly after the Special Meeting, subject to
receipt of the requisite MBAC stockholder approvals and certain other customary
closing conditions. Upon closing of the transaction, the combined company
intends to change its name to Syniverse Technologies Corporation and trade on
the New York Stock Exchange (the “NYSE”) under the ticker symbol “SYNV.”

On January 18, 2022, Syniverse issued a press release announcing a business
update, including certain financial results of Syniverse Holdings, Inc., a
wholly owned subsidiary of Syniverse (“Syniverse Holdings”), for its fourth
quarter and full year ended November 30, 2021, and providing updated guidance
for fiscal 2022. A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.

Attached hereto as Exhibit 99.2 and incorporated herein by reference is an
investor presentation dated January 18, 2022, which was prepared by Syniverse in
connection with its earnings release.

Attached hereto as Exhibit 99.3 and incorporated herein by reference is the
script used by Syniverse management in connection with an investor conference
call held on January 18, 2022.

The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished
pursuant to Item 7.01 and will not be deemed to be filed for purposes of
Section 18 of the Exchange Act, or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any
filing under the Securities Act or the Exchange Act.

Important Information about the Transaction and Where to Find It

In connection with the proposed transaction, MBAC has filed a definitive proxy
statement with the Securities and Exchange Commission (the “SEC”). MBAC’s
stockholders and other interested persons are advised to read the definitive
proxy statement and documents incorporated by reference therein filed in
connection with the proposed transaction, as these materials will contain
important information about MBAC, Syniverse and the proposed transaction. MBAC
has commenced mailing of the definitive proxy statement to the stockholders of
MBAC as of January 6, 2022, the record date established for the proposed
transaction. MBAC stockholders will also be able to obtain copies of the
definitive proxy statement and other documents filed with the SEC that will be
incorporated by reference therein, without charge at the SEC’s website at
http://www.sec.gov, or by directing a request to: M3-Brigade Acquisition II
Corp., 1700 Broadway – 19th Floor, New York, New York 10019.

Participants in the Solicitation

MBAC and its directors and executive officers may be deemed participants in the
solicitation of proxies of MBAC’s stockholders with respect to the proposed
transaction. A list of those directors and executive officers and a description
of their interests in MBAC have been filed in the proxy statement for the
proposed transaction and are available at http://www.sec.gov. Additional information
regarding the interests of such participants are contained in the proxy
statement.

Syniverse and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of MBAC in
connection with the proposed transaction. A list of the names of such directors
and executive officers and information regarding their interests in the proposed
transaction have been included in the proxy statement for the proposed business
combination.

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No Offer or Solicitation

This Current Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
transaction. This Current Report shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of section 10
of the Securities Act.

Forward Looking Statements

This Current Report may contain “forward-looking statements” within the meaning
of the “safe harbor” provisions of the Private Securities Litigation Reform Act
of 1995. The expectations, estimates and projections of the businesses of MBAC
or Syniverse may differ from their actual results and consequently you should
not rely on these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, expectations with respect to future
financial and operating performance of MBAC and Syniverse and anticipated
financial impacts of the proposed transaction, the satisfaction of the closing
conditions to the proposed transaction and the timing of the completion of the
proposed transaction.

These forward-looking statements are not guarantees of future performance,
conditions, or results, and involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results.
Most of these factors are outside of the control of MBAC and Syniverse and are
difficult to predict. Factors that may cause such differences include, but are
not limited to: (1) the inability to complete the transactions contemplated by
the Merger Agreement, including due to failure to obtain approval of the
stockholders of MBAC or other conditions to closing in the Merger Agreement;
(2) the outcome of any legal proceedings that may be instituted against the
parties following announcement of the Merger Agreement and the proposed
transactions contemplated thereby; (3) the ability to recognize the anticipated
benefits of the proposed business combination, which may be affected by, among
other things, competition, the ability of the post-combination company to grow
and manage growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (4) the occurrence of any
event, change or other circumstances that could give rise to the termination of
the Merger Agreement and the proposed transactions contemplated thereby;
(5) risks related to the uncertainty of the projected financial information with
respect to Syniverse; (6) the inability to obtain or maintain the listing of the
post-acquisition company’s Class A Stock and public warrants on the NYSE
following the proposed business combination; (7) risks related to the
post-combination company’s ability to raise financing in the future; (8) the
post-combination company’s success in retaining or recruiting, or changes
required in, our officers, key employees or directors following the proposed
business combination; (9) our directors and officers potentially having
conflicts of interest with our business or in approving the proposed business
combination; (10) intense competition and competitive pressures from other
companies in the industry in which the post-combination company will operate;
(11) the business, operations and financial performance of Syniverse, including
market conditions and global and economic factors beyond Syniverse’s control;
(12) the effect of legal, tax and regulatory changes; (13) the receipt by MBAC
or Syniverse of an unsolicited offer from another party for an alternative
business transaction that could interfere with the proposed business
combination; (14) the risk that the proposed business combination disrupts
current plans and operations of MBAC or Syniverse as a result of the
announcement and consummation of the transactions described herein; (15) costs
related to the proposed business combination; (16) changes in applicable laws or
regulations; (17) the possibility that MBAC or Syniverse may be adversely
affected by other economic, business, and/or competitive factors; (18) the
amount of redemption requests made by MBAC’s public stockholders; (19) the
impact of the continuing Covid-19 pandemic on MBAC, Syniverse and Syniverse’s
projected results of operations, financial performance or other financial
metrics or on any of the foregoing risks; and (20) other risks and uncertainties
disclosed in MBAC’s Quarterly Reports on Form 10-Q and the proxy statement
discussed above, including those under “Risk Factors,” and other documents filed
or to be filed with the SEC by MBAC.

                                      -3-

——————————————————————————–

MBAC and Syniverse caution that the foregoing list of factors is not exclusive.
You should not place undue reliance upon any forward-looking statements, which
speak only as of the date made. Syniverse and MBAC do not undertake or accept
any obligation or undertaking to release publicly any updates or revisions to
any forward-looking statements to reflect any change in their expectations or
any change in events, conditions or circumstances on which any such statement is
based.

                                      -4-

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:



Exhibits      Description

99.1            Syniverse Press Release, dated January 18, 2022.

99.2            Syniverse Investor Presentation, dated January 18, 2022.

99.3            Script for Syniverse Investor Call, held on January 18, 2022.

104           Cover Page Interactive Data File (cover page XBRL tags are embedded
              within the Inline XBRL document).




                                      -5-

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© Edgar Online, source Glimpses

REGULATORS are backing a measure that seeks to enhance financial consumer protection amid a rise in cybercrime incidents as more Filipinos used digital financial services during the pandemic.

This as the Bangko Sentral ng Pilipinas (BSP) reported the declared amount in consumer complaints reached P2 billion from 2019 to 2021.

The proposed Financial Consumer Protection Act (FCPA) will provide government agencies and financial regulators with the legal authority to enforce prudent, responsible, and customer-centric standards of business conduct, said BSP Governor Benjamin E. Diokno during a Senate Committee on Banks, Financial Institutions and Currencies hearing on Monday.

The measure will provide consumers with more efficient avenues for redress by granting regulators, including the BSP and the Securities and Exchange Commission (SEC), with adjudicatory authority to conduct hearings on consumer complaints.

“Consumer complaints can be escalated and resolved at the level of the financial regulators, ensuring quick resolutions, hence de-clogging court dockets,” Mr. Diokno said.

Mr. Diokno said 42,456 complaints were elevated to the BSP Consumer Assistance Mechanism in 2020 and 2021. “A majority of these cases have been deemed closed, but the process was long and arduous and for many complaints, the resolutions were unfavorable to the consumer,” he said.

SEC Commissioner Ephyro Luis B. Amatong said the regulator issued 241 advisories, 20 cease-and-desist orders, and 14 orders of revocation of certificates or registration against firms during the pandemic.

“Among the serious challenges encountered in the prosecution of criminal cases against these scammers is the lack or absence of complainants who are willing to stand as witnesses in these cases,” he said during the same hearing.

“Unlike in the US (United States) where the SEC which has the express authority to compel the return of funds obtained by violators of securities laws as part of their enforcement action, our Securities Regulation Code does not provide for a similar authority for our commission.”

Mr. Amatong said this means that victims of investment scams have to file estafa cases on their own to recover their money.

Under the proposed FCPA, the SEC can file cases to recover the funds for and on behalf of the victims of investment scams, and issue an order directing scammers to return the investments of their victims.

The measure also proposes to give the SEC the authority to supervise and regulate investment advisers.

Mr. Amatong called this an “additional layer of investor protection” as it ensures only qualified and licensed persons may provide investment advisory services for a fee or for compensation thus “eliminating the observed modus of scammers posing as so-called investment gurus.”

“Without doubt, if properly and swiftly implemented, this act will reinforce the trust and confidence of the public in the financial system, and in the government’s ability to uphold consumer welfare,” said Mr. Diokno.

Senator Mary Grace Natividad S. Poe-Llamanzares, chairman of the Committee on Banks, Financial Institutions and Currencies, is seeking to sponsor the proposed measure at the plenary next week.

Ms. Poe-Llamanzares authored Senate Bill 1739 or the proposed FCPA, which will cover all financial products or services developed or marketed by financial service providers, such as savings, credit, insurance, and remittances. — Alyssa Nicole O. Tan

On June 23, 2016 contrary to what opinion polls had predicted, 51.9% of British electors voted for the United Kingdom to leave the European Union. The decision, unexpected even for the center-right government of then Prime Minister David Cameron, was the beginning of an intricate divorce process that would alter not only the political relations between London and Brussels, but also generate numerous economic and social effects. The first sign of this change would come right on the day of the confirmation of the referendum result, with Cameron’s resignation.

Four and a half years and two prime ministers later, the U.K. and the E.U. reached a long awaited deal on December 24, 2020 to set out the rules of post-Brexit bilateral relations.

Despite the excitement over the agreement reached, what was seen throughout 2021 was Brexit fallout affecting everything from fishing in the English Channel to university applications and the labour market.

Over the last months, Blasting News has published a series of articles on some of the main economic and social outcomes of the first year of the United Kingdom’s exit from the European Union.

One of the effects of Brexit that attracted more attention from the press was undoubtedly the fishing row between the United Kingdom and France.

The tension between fishermen of the two countries reached its peak in early May 2021, when some 60 French fishing boats threatened to blockade Jersey’s main port of St. Helier, leading the British government to send two Royal Navy patrol ships and prompting France to respond by sending two vessels.

At the root of the problem were different interpretations of the Trade and Cooperation Agreement (TCA), that now governs economic relations between the U.K.

and the U.S. after Brexit. According to the British authorities, French fishermen must now show a history of fishing in the area to receive a license to operate in Jersey waters. French authorities, in its turn, claim that additional requirements, such as the limit on how many days a vessel can operate in Jersey waters or the type of fish it can catch, were added without warning.

With the slogan “Taking back control of our seas”, the British fishing industry was a powerful symbol for the Leave campaign during the 2016 Brexit referendum, even though it represents only 0.12 percent of the U.K. economy. The free trade agreement signed in December 2020, however, stipulates that E.U. fishing vessels will continue to have full access to British waters until June 2026, with 25 percent of fishing rights for E.U. vessels in British waters being transferred to the British fishing fleet during an “adjustment period” of five and a half years.

With the end of the transition period, the expectation is that the U.K. will push for higher quotas, and may even exclude E.U. boats from its waters altogether, what would certainly lead to more retaliation from the E.U., like taxing British fish exports or preventing British boats from fishing in E.U.

waters.

Another area that was greatly affected by Brexit was higher education. One of the world’s leading study destinations, the U.K. always attracted a great number of E.U. students, not only for the well known quality of its educational institutions, but also for things like visa exemption, home fee status, easy access to student loans, unrestricted access to the public health system, and the possibility of working legally both during and after the end of the course.

With Brexit, however, the British government decided to end home fee status for E.U. students. Those starting their courses now are no longer entitled to pay the same fees as British and Irish students: up to £9,250 per year.

Instead, they have to pay the international fee, which can be up to £38,000 per year. In addition, student loans will no longer be available.

As expected, the effects of this measure were felt right in the first half of 2021. In a report published in July, 2021 the Universities and Colleges Admissions Service (UCAS), a U.K. organisation focusing on the application processes for U.K. universities, showed that, as of 30 June 2021, the final date to apply to up to five courses simultaneously, the number of E.U. applications dropped 43% – from 49,650 in 2020 to 28,400 in 2021.

“Applications from the E.U. have been impacted by a range of factors, including the uncertainty associated with the U.K.’s withdrawal from the E.U., and changes to student support arrangements,” UCAS told Blasting News.

The E.U. students who decide to carry on with their plans to apply to a university in the U.K. must face, apart from the higher fees, a new bureaucracy: apply for a student visa that costs £348. Once in the United Kingdom, E.U. students will also have to deal with some other changes. To have access to the U.K. National Health Service (NHS), they will need to pay a fee called Immigration Health Surcharge. To remain and work freely in the U.K. after completing their courses, they will need to apply to the new Graduate Immigration Route, which gives the student the right to remain in the U.K. for two years after graduation (three years after completing a PhD) to work or seek work in any sector or at any skill level.

This period, however, is not extendable.

One of the main effects of Brexit was the end of free movement of people between the U.K. and Europe, which led to an unprecedented change in the migration pattern. Figures published in November 2021 by the Office for National Statistics showed that more E.U. nationals left the U.K. in 2020 than arrived for the first time since 1991, a net emigration of around 94,000.

As a consequence of this change, the U.K. saw some sectors that historically relied heavily on foreign staff, such as food processing and logistics, now struggling to cope with widespread labor shortages. With the crisis threatening Britain’s recovery from the COVID-19 pandemic, the British government decided to loosen immigration rules and create temporary visa schemes allowing some sectors to bring in seasonal workers from overseas.

In an interview with Blasting News, Professor Catherine Barnard, an expert in European Union and labor law at Cambridge University, says that the tendency now is that the U.K. will need a seasonal labor scheme in order to avoid future shortages in some sectors of the economy.

Barnard, however, is critical of this type of solution: “The advantage to the government of these short term schemes is that the visa holders gain no rights to remain in the U.K. However, they have proved unsuccessful – they are expensive for the users, and it is not clear that many workers want to come to the U.K. Less than a hundred visas have been issued in the pork sectors; about 2.000 in the poultry sector.”

© ALL RIGHTS RESERVED

ITEM 7.01 REGULATION FD DISCLOSURE.

On January 18, 2022, NAI issued a press release announcing an increase in the
authorized amount of its Stock Repurchase Plan. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

99.1 Press Release of NAI issued on January 18, 2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

© Edgar Online, source Glimpses

Item 7.01 Regulation FD Disclosure.

On January 18, 2022, Microsoft Corporation (“Microsoft”) issued a press release
announcing that it had entered into a definitive agreement pursuant to which
Microsoft will acquire Activision Blizzard, Inc. (“Activision Blizzard”) for
$95.00 per share in an all-cash transaction valued at $68.7 billion, inclusive
of Activision Blizzard’s net cash. The full text of the press release is
attached as Exhibit 99.1 and is incorporated by reference herein.

On and after January 18, 2022, representatives of Microsoft and Activision
Blizzard will present information about the transaction to various investors.
The presentation will include the slides attached hereto as Exhibit 99.2 and
incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not
be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liability of that section, and shall not be incorporated by reference into any
registration statement or other document filed under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.       Description

99.1                Press Release, dated January 18, 2022

99.2                Investor Presentation

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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The coronavirus pandemic has renewed interest in sustainable investing strategies that allow investors to both protect the financial value of their assets and contribute to solutions to global problems such as climate change.  These investments have become increasingly mainstream, and now account for more than $39 trillion in the five major global markets, a 34 percent increase over two years, according to the latest trends reported by  the Global Sustainable Investment Alliance.

Such investments represent a sizable share of professionally managed assets in each region, ranging from 18 percent in Japan to 63 percent in Australia and New Zealand. How African investors reacting to these trends has been much less well documented. What we do know is that the market for ‘green investments’ across the region remain small.  For example, although the labelled bond market reached over $1 trillion U.S. in aggregate issuance in late 2020, less than 0.1% was raised by Sub-Saharan Africa. The African Pension Supervisors Network – in collaboration with the World Bank – recently set out to investigate existing practices and how to incentive changes. 

Attracting sustainable investment is a key challenge for the  region for several reasons. First, while climate change and associated physical risks will be felt by all countries, some the most severe temperatures are predicted to occur in Sub-Saharan Africa. The region is also directly and indirectly exposed to the transition risks associated with climate change, which is amplified by the dependence of many economies, and jobs, on minerals, energy and mining. In addition, financial sector regulations that are rapidly being rolled out in the European Union and are being harmonized globally will impact all companies that are part of the supply chains that intersect with African countries.

As the main asset owners in the region, the pension and social security funds are at the ‘elephants’ of the local financial markets and could be the catalysts for greening the continent’s financial systems.  That’s why we started our search for answers by benchmarking the Environmental, Social and Governance (ESG) reporting practices of a number of the main pension funds in the region, using an assessment developed by the World Bank that has been applied to pension funds globally.

We found that all of the funds provide good disclosure about their organization, their financial performance and strategy – including their assets under management and in many cases their portfolio breakdown. Yet only half of the funds provide information on the importance of sustainability to their investments. They provide limited information on their sustainable investment strategies, and whether they are implemented across their portfolios or in specific asset classes and on delegated investment. The most concerning discovery is that the funds do not appear to disclose any information on their approach to climate change — except for three that disclose board oversight.

This at least in part reflects the fact that across the region there is only patchy existing sustainable investment regulation and guidance requiring reporting or action from pension funds.  South Africa is the furthest along in implementing such rules.

Item 7.01 – Regulation FD Disclosure.

Consilium Acquisition Corp I, Ltd. (the “Company”) plans to disseminate through
its website certain information to the market, its investors, potential targets
and others regarding certain matters in connection with the Company’s business
operations and other information, including potentially material information.
Such information and future updates will be placed on the “Investor Relations”
section of Company’s website at http://www.cimspac.com. It is possible that certain
information that the Company posts on its website could be deemed to be material
information, and the Company encourages investors, the media and others
interested in the Company to review the business and financial information that
the Company posts on its website, as such information could be deemed to be
material information.

The information contained in this Item 7.01 is being “furnished” by the Company
and shall not be deemed “filed” for the purposes of or otherwise subject to
liabilities under Section 18 of the Securities Exchange Act of 1934, as amended,
and shall not be deemed to be incorporated by reference into our filings under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, other than to the extent that such filing incorporated by reference
any or all of such information by express reference thereto.

Item 8.01 - Other Events.

On January 18, 2022, the Company consummated its initial public offering (the
“IPO”) of 18,975,000 units (the “Units”), including the issuance of 2,475,000
Units as a result of the underwriter’s exercise of its over-allotment option.
Each Unit consists of one Class A ordinary share of the Company, par value
$0.0001 per share (an “Ordinary Share”), one right to acquire one-tenth of an
Ordinary Share, and one-half of one redeemable warrant of the Company. Each
whole warrant entitles the holder thereof to purchase one Ordinary Share for
$11.50 per share, subject to adjustment. The Units were sold at a price of
$10.00 per Unit, generating gross proceeds to the Company of $189,759,000.

Substantially concurrently with the closing of the IPO, the Company completed
the private sale of 7,942,500 private placement warrants (the “Private Placement
Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the
Company’s sponsor, Consilium Acquisition Sponsor I, LLC (the “Sponsor”),
generating gross proceeds to the Company of $7,942,500. The Private Placement
Warrants are identical to the warrants sold as part of the Units in the IPO
except that, so long as they are held by the Sponsor or its permitted
transferees: (1) they will not be redeemable by the Company (except in certain
redemption scenarios when the price per Ordinary Share equals or exceeds $10.00
(as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise
of these warrants) may not, subject to certain limited exceptions, be
transferred, assigned or sold by the Sponsor until 30 days after the completion
of the Company’s initial business combination; (3) they may be exercised by the
holders on a cashless basis; and (4) they (including the Ordinary Shares
issuable upon exercise of these warrants) are entitled to registration rights.

A total of $191,647,500, comprised of a portion of proceeds from the IPO and the
sale of the Private Placement Warrants, was placed in a U.S.-based trust account
at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust
Company, acting as trustee. Except with respect to interest earned on the funds
held in the trust account that may be released to the Company to pay its taxes,
if any, the funds held in the trust account will not be released from the trust
account until the earliest to occur of: (1) the Company’s completion of an
initial business combination; (2) the redemption of any public shares properly
submitted in connection with a shareholder vote to amend the Company’s amended
and restated memorandum and articles of association (A) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with its
initial business combination or to redeem 100% of the Company’s public shares if
the Company does not complete its initial business combination within 18 months
(or 24 months if the sponsor exercises its extension options) from the closing
of the IPO or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity; and (3) the redemption of
the Company’s public shares if the Company has not completed its initial
business combination within 18 months (or 24 months if the sponsor exercises its
extension options) from the closing of the IPO, subject to applicable law.

                                       2

In connection with the IPO, the Company entered into the following agreements,
the forms of which were previously filed as exhibits to the Company registration
statement (File No. 333-261570):

? Amended and Restated Memorandum and Articles of Association of the Company.

? An Underwriting Agreement, dated January 12, 2022, between the Company and

   BTIG, LLC.

? A Warrant Agreement, dated January 12, 2022, between the Company and

Continental Stock Transfer & Trust Company, as warrant agent.

? A Rights Agreement, dated January 12, 2022, between the Company and Continental

Stock Transfer & Trust Company, as rights agent.

? A Letter Agreement, dated January 12, 2022, among the Company, the Sponsor and

the Company’s officers and directors.

? An Investment Management Trust Agreement, dated January 12, 2022, between the

Company and Continental Stock Transfer & Trust Company, as trustee.

? A Registration Rights Agreement, dated January 12, 2022, among the Company, the

Sponsor and certain other security holders named therein.

? A Private Placement Warrants Purchase Agreement, dated January 12. 2022 between

the Company and the Sponsor.

? A Support Services Agreement, dated January 12, 2022, between the Company and

   the Sponsor.

On January 12, 2022, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
pricing of the IPO.

On January 18, 2022, the Company issued a press release, a copy of which is
attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the
closing of the IPO.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.                           Description of Exhibits
    1.1         Underwriting Agreement, dated January 12, 2022, between the Company
              and BTIG, LLC.
    3.1         Amended and Restated Memorandum and Articles of Association of the
              Company.
    4.1         Warrant Agreement, dated January 12, 2022, between the Company and
              Continental Stock Transfer & Trust Company, as warrant agent.
    4.2         Rights Agreement, dated January 12, 2022, between the Company and
              Continental Stock Transfer & Trust Company, as rights agent.
   10.1         Letter Agreement, dated January 12, 2022, among the Company, the
              Sponsor and the Company's officers and directors.
   10.2         Investment Management Trust Agreement, dated January 12, 2022, between
              the Company and Continental Stock Transfer & Trust Company, as
              trustee.
   10.3         Registration Rights Agreement, dated January 12, 2022, among the
              Company, the Sponsor and certain other security holders named therein.
   10.4         Private Placement Warrants Purchase Agreement, dated January 12, 2022,
              between the Company and the Sponsor.
   10.5         Support Services Agreement, dated January 12, 2022, between the
              Company and the Sponsor.
   99.1         Press Release, dated January 12, 2022.
   99.2         Press Release, dated January 18, 2022.




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