Digital Cloud Holdings is a SPAC or cash shell, targeting providers of software for virtual events and conferences. We are intending to list on the Standard List of the LSE in January 2022. The company was incorporated on 5^th November 2020. A copy of the Articles of Association approved as at 15^th November is attached under the documents section. The initial shareholders have invested a total of £356,250 into the company by subscribing for 750,000 shares at £0.475 per share.

The special purposes financial statements prepared for the purpose of Section 92 (1) (b) and (c) of the Companies Act 2006 dated 12^th November 2021 are attached in the document section.

The FCA listing rules as they apply to us until January 31st 2022 is:

1. Minimum market capitalisation on Admission of £700,000
2. Minimum free float of 10%
3. Working capital adequacy statement for 18 months.

The success of the pitch in raising a minimum of £200,000 and a maximum of £250,000 would result in all 3 of these requirements being met. The implied valuation of the business, after including up to 250,000 shares to be issued as compensation shares to directors on Admission, would be £750,000.      

Please note that the compensation shares are intended to be issued on Admission at a valuation of £1 per share, which would then be the listing price.

The maximum raise of £250,000 will give external investors a fully diluted stake of 25% in the listed business. This being calculated as a percentage of the total value of £1,000,000. The intended raise of £250,000 will allow the company to meet its estimated working capital needs and £75,000 of due diligence costs for 2 years after Admission.

Listing on the LSE is planned for the end of January 2022. There will be no lock-ups on Crowd for Angels investors.

Status of Listing

A formal offering memorandum is available subject to final edits with the lawyers. Our appointed lawyers are Orrick, Herrington and Sutcliffe LLP and our reporting accountants are PKF Littlejohn.

Please note that any acquisition will be treated as a reverse takeover; this will lead to the suspension of our shares from announcement until completion of the acquisition, and then we will reapply to the FCA for listing approval on that date.

Expertise and targets

Our board of directors on listing will comprise 2 of the leading entrepreneurs in the conferences and events industry, with exits to Ascential, Clarion, and Hyve; a technology entrepreneur with a significant network in Asia, and an investment professional with 21 years experience at Schroders. Our board of advisers brings significant listed company experience and further conference entrepreneurship.

We believe the virtual events industry is an attractive market for several reasons. It is already a large market, estimated at $80bn this year, and forecast to grow at nearly a 30% CAGR in the coming decade. Furthermore, we expect the future of almost all in-person conferences to be hybrid, with virtual elements for those who cannot attend. Hybrid revenues will be significantly profitable for event organisers, improving their margins and returns. There is currently no market player that meets the needs of the large conference organisers, and this is the opportunity we intend to exploit.

We have already built a short list of companies that we will approach after admission, and expect to be able to conclude a transaction quickly.