Proxy Soliciting Materials (revised) (prer14a)

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commissions, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED DECEMBER 21, 2021

PRELIMINARY PROXY STATEMENT/PROSPECTUS

 

Bullish

PROXY STATEMENT OF

FAR PEAK ACQUISITION CORPORATION

PROSPECTUS FOR UP TO 143,706,245 CLASS A ORDINARY SHARES, 27,000,000 WARRANTS AND 27,000,000 CLASS A ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS OF BULLISH

The board of directors of Far Peak Acquisition Corporation, a Cayman Islands exempted company (“FPAC”) has unanimously approved the Business Combination Agreement, dated as of July 8, 2021 (the “Business Combination Agreement”), by and among FPAC, Bullish, a Cayman Islands exempted company (“Bullish”), BMC1, a Cayman Islands exempted company and a direct wholly owned subsidiary of Bullish (“Merger Sub 1”), BMC2, a Cayman Islands exempted company and a direct wholly owned subsidiary of Bullish (“Merger Sub 2”, and together with Merger Sub 1 the “Merger Subs”), and Bullish Global, a Cayman Islands exempted company (“Bullish Global”), which, among other things, provides for the merger of FPAC with Merger Sub 1, with Merger Sub 1 as the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of Bullish (the “Initial Merger”) and, following the Initial Merger, the merger of Bullish Global and Merger Sub 2, with Bullish Global as the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of Bullish (the “Acquisition Merger” and, together with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination” or the “Transactions”). As a result of and upon consummation of the Business Combination, each of FPAC and Bullish Global will become a wholly-owned subsidiary of Bullish, as described in this proxy statement/prospectus and Bullish will become a new public company owned by the prior FPAC Shareholders, the prior Bullish Global shareholders, and the PIPE Investors describe below. Certain terms are defined in the section of this proxy statement/prospectus captioned “Frequently Used Terms.”

Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination (i) each outstanding Class A and Class B Ordinary Share of FPAC will be converted into one Class A ordinary share (the “Class A Ordinary Shares”) of Bullish, which will have one vote per share, and (ii) each outstanding warrant of FPAC (“FPAC Warrant”) will be converted into one warrant of Bullish (“Bullish Warrant”) that entitles the holder thereof to purchase one Class A Ordinary Share of Bullish in lieu of one Class A ordinary share of FPAC and otherwise upon substantially the same terms and conditions. Accordingly, this proxy statement/prospectus covers the issuance by Bullish of an aggregate of up to 69,750,000 Class A Ordinary Shares to FPAC Shareholders, 27,000,000 Warrants, 27,000,000 Class A Ordinary Shares issuable upon exercise of warrants.

In addition, as part of the Business Combination, certain Bullish Global shareholders currently owning approximately 93.11% of the issued and outstanding ordinary shares of Bullish Global will receive Class B ordinary shares of Bullish (“Class B Ordinary Shares”) entitling them to ten votes per share and the remaining issued and outstanding ordinary shares of Bullish Global will be exchanged into Class A Ordinary Shares of Bullish. This proxy statement/prospectus covers up to 73,956,245 Class A Ordinary Shares to be issued in exchange for outstanding Class C common shares of Bullish Global held by non-affiliates of Bullish Global. The number of Class A and Class B Ordinary Shares to be issued to the shareholders of Bullish Global will be determined pursuant to the “Exchange Ratio” as defined in Business Combination Agreement and will depend in part on the Digital Asset Market Value (as defined in the Business Combination Agreement) to be held by Bullish Global at the closing of the Business Combination. Based on the 20-day average price of digital asset market values as of November 1, 2021 (the date used in the pro forma financial information in respect of the Business Combination is provided in this proxy statement/prospectus), the shareholders of Bullish Global would have received 263,126,205 Class A Ordinary Shares and 809,863,099 Class B Ordinary Shares. Such shares (assuming that no FPAC Shareholders elect to redeem their ordinary shares underlying the units sold in FPAC’s initial public offering (“Public Shares”) for cash in connection therewith as permitted by FPAC’s memorandum and articles of association and excluding the warrants), would collectively represent approximately 91.49% of Bullish’s issued and outstanding Class A and Class B Ordinary Shares and 98.82% of the combined voting power of Bullish’s Class A and Class B Ordinary Shares. Class B Ordinary Shares shall automatically convert into Class A Ordinary Shares on a one-for-one basis (a) at any time and from time to time at the option of the holders thereof; and (b) immediately prior to the consummation of a transfer of such Class B Ordinary Shares to any third party (other than to specified transferees). Based on an estimate of the high and low prices of the digital assets that may be held by Bullish Global at closing over the 52-week period ended November 1, 2021, the percentage of Bullish equity to be received by the shareholders of Bullish Global, assuming no redemptions, would range from 92.00% to 83.46%.

Certain investors (the “PIPE Investors”) will subscribe for an aggregate of 30,000,000 Class A Ordinary Shares of Bullish at $10.00 per share for gross proceeds of $300,000,000 concurrently with the effective time of the Business Combination (the “PIPE Investment”).

In addition, it is anticipated that, upon completion of the Business Combination, based on the above assumptions: (1) Public Shareholders will own 60,000,000 Class A Ordinary Shares or approximately 5.12% of Bullish’s outstanding Ordinary Shares or 0.71% of the voting power; (2) the PIPE Investors will own 30,000,000 Class A Ordinary Shares or approximately 2.56% of Bullish’s

outstanding Ordinary Shares or 0.35% of the voting power; (3) FPAC’s Sponsor and the Initial Shareholders will own 7,800,000 Class A Ordinary Shares or approximately 0.67% of Bullish’s outstanding Ordinary Shares or 0.09% of the voting power (in addition, the BR Investors (as defined herein) will hold 1,950,000 Class A Ordinary Shares as transferred by the FPAC Sponsor).

In addition, after the Business Combination, Public Shareholders will hold 20,000,000 formerly Public Warrants and there will be 6,500,000 formerly Private Placement Warrants held between FPAC’s Sponsor, the BR Investors, and the Anchor Subscriber (as defined herein).

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of FPAC Shareholders scheduled to be held virtually on                  , 2022.

FPAC’s Units, Class A ordinary shares and warrants are currently listed on The New York Stock Exchange (“NYSE”), under the symbols “FPACU,” “FPAC,” and “FPACW,” respectively. Bullish will apply for listing, to be effective at the time of the Business Combination, of its Class A Ordinary Shares and warrants on the NYSE under the symbols, “BULL” and “BULLW,” respectively. Bullish will not have units traded following consummation of the Business Combination. Bullish will be a “controlled company” pursuant to NYSE listing rules.

Each of FPAC and Bullish is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

Bullish, a Cayman Islands exempted company, operates a blockchain-based cryptocurrency trading platform through its subsidiary that is incorporated in Gibraltar and licensed and regulated by the Gibraltar Financial Services Commission. Bullish receives operational support services from across the Bullish Group, including its operating subsidiary based in Hong Kong. For risks related to Bullish’s operations in Hong Kong, see risk factors under the heading “Risks Relating to Doing Business in Hong Kong”

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of FPAC Shareholders. The FPAC Board encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors.”

These securities have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                  , 2021, and is first being mailed to FPAC securityholders on or about                 , 2021.

TABLE OF CONTENTS

 

		Page
ADDITIONAL INFORMATION			i
ABOUT THIS PROXY STATEMENT/PROSPECTUS			i
INDUSTRY AND MARKET DATA			i
FREQUENTLY USED TERMS			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			7
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS			10
SUMMARY TERM SHEET			29
SUMMARY			34
SELECTED HISTORICAL FINANCIAL INFORMATION			53
SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS			57
RISK FACTORS			60
INFORMATION ABOUT THE PARTIES TO THE BUSINESS COMBINATION			143
EXTRAORDINARY GENERAL MEETING OF FPAC SHAREHOLDERS			144
THE BUSINESS COMBINATION PROPOSAL			150
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS			211
THE MERGER PROPOSAL			225
THE ORGANIZATIONAL DOCUMENT PROPOSALS			226
THE ADJOURNMENT PROPOSAL			237
OTHER INFORMATION RELATED TO FPAC			238
FPAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION			246
INFORMATION RELATED TO BULLISH			251
BUSINESS OF BULLISH			252
BULLISH GLOBAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			277
MANAGEMENT OF BULLISH FOLLOWING THE BUSINESS COMBINATION			290
DIRECTOR AND EXECUTIVE COMPENSATION			296
BENEFICIAL OWNERSHIP OF SECURITIES			304
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			308
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATION			310
DESCRIPTION OF BULLISH SECURITIES			323
APPRAISAL OR DISSENTERS’ RIGHTS			338
OTHER SHAREHOLDER COMMUNICATIONS			338
EXPERTS			338
LEGAL MATTERS			338
DELIVERY OF DOCUMENTS TO SHAREHOLDERS			338
WHERE YOU CAN FIND MORE INFORMATION			339
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEXES
Annex A: Business Combination Agreement			A-1
Annex B: Form of Amended and Restated Memorandum and Articles of Association of Bullish			B-1
Annex C: Plan of Merger			C-1
Annex D: Opinion of Duff & Phelps			D-1

 

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ADDITIONAL INFORMATION

If you have questions about the Special Meeting, or if you need to obtain copies of this proxy statement/prospectus, the enclosed proxy card or other documents incorporated by reference in this proxy statement/prospectus, you may contact FPAC’s proxy solicitor listed below. You will not be charged for any of the documents you request.

Morrow Sodali LLC

470 West Avenue, Suite 3000

Stamford, CT 06902

Tel: (800) 662-5200

Banks and brokers call collect: (203) 658-9400

E-mail: FPAC.info@investor.morrowsodali.com

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held virtually on                  , 2022, you must request the information no later than four business days prior to the date of the Special Meeting, by                 , 2022.

For a more detailed description of the information incorporated by reference in the proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 326 of this proxy statement/prospectus.

 

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Bullish (File No. 333-260659), constitutes a prospectus of Bullish under Section 5 of the U.S. Securities Act of 1933, as amended, or the Securities Act, with respect to the Class A Ordinary Shares to be issued to FPAC Shareholders, the warrants to acquire Class A Ordinary Shares to be issued to FPAC Warrant holders, the Class A Ordinary Shares underlying such Warrants, and the Class A Ordinary Shares issuable in exchange for outstanding Class C common shares of Bullish Global held by non-affiliates of Bullish Global, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the extraordinary general meeting of FPAC Shareholders at which FPAC Shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

 

 

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Bullish relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. Bullish has supplemented this information where necessary with its own internal estimates and information, taking into account publicly available information about other industry participants and the management’s best view as to information that is not publicly available. This information appears in “Business of Bullish” in this proxy statement/prospectus. Bullish has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and Bullish.

 

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, in this document:

“2021 Omnibus Incentive Plan” means the 2021 omnibus incentive plan of Bullish to be adopted by Bullish’s board of directors upon the consummation of the Business Combination.

“Acquisition Merger” means following the Initial Merger, the merger of Bullish Global and Merger Sub 2, with Bullish Global as the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of Bullish.

“Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal.

“Amended and Restated Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of Bullish to be adopted prior to consummation of the Business Combination.

“Anchor Subscriber” means the PIPE Investor, an affiliate of Softbank Corp., who has subscribed for 7,500,000 Class A Ordinary Shares of Bullish for an aggregate purchase price of $75,000,000, and has also entered into a Securities Purchase Agreement with Bullish and Far Peak LLC pursuant to which the Anchor Subscriber will purchase, for $1.00 per Warrant, from the Sponsor or the BR Investors, 3,000,000 outstanding warrants.

“bitcoin” or “BTC” means the native digital asset on the Bitcoin network.

“Bitcoin” means the protocol and blockchain network as initially introduced in a white paper titled Bitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto.

“Block.one” means block.one, a Cayman Islands exempted company, and where the context permits, includes its subsidiaries (other than Bullish and Bullish Global and their subsidiaries).

“Block.one Lock-up Agreement” means the Lock-Up Agreement, dated as of July 8, 2021, to be effective upon Closing, by and between Block.one and Bullish.

“BR Investors” means certain funds and accounts managed by subsidiaries of BlackRock, Inc. who invested in FPAC at the time of the Initial Public Offering.

“Bullish” means Bullish, a Cayman Islands exempted company.

“Bullish Exchange” means the cryptocurrency trading platform launched and operated by Bullish (GI) Limited, a wholly owned subsidiary of Bullish Global.

“Bullish Global” means Bullish Global, a Cayman Islands exempted company.

“Bullish Treasury” means the separate treasury unit of Bullish to manage Bullish’s financial capital.

“Bullish Warrants” means the warrants into which the FPAC Warrants will be converted pursuant to the Business Combination.

“Business Combination Agreement” means the Business Combination Agreement, dated as of July 8, 2021, as may be amended, by and among FPAC, Merger Sub 1, Merger Sub 2, Bullish and Bullish Global, and attached hereto as Annex A.

“Business Combination” or “Transactions” means the Mergers and other transactions contemplated by the Business Combination Agreement.

 

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“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Transactions.

“China” or “PRC” means the People’s Republic of China, excluding, for the purpose of this proxy statement/prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau.

“Class A Ordinary Shares” means the Class A ordinary shares, par value $0.00001 per share, of Bullish, each entitled to one vote.

“Class B Ordinary Shares” means the Class B ordinary shares, par value $0.00001 per share, of Bullish, each entitled to ten votes.

“Closing” means the closing of the Transactions.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act of the Cayman Islands (As Revised).

“Continental” means Continental Stock Transfer & Trust Company, the transfer agent and trustee of FPAC.

“Contribution Agreement” means the Contribution Agreement, dated as of July 8, 2021, by and among Bullish Global, Block.one and certain of their respective affiliates.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar laws, guidelines or recommendations promulgated by any applicable governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19 or any other epidemics, pandemics or disease outbreaks, including the CARES Act and Families First Act, for similarly situated companies.

“DeFi” means decentralized finance, a term used to describe blockchain-based technologies that can be used to facilitate financial operations with cryptocurrencies such as exchanging.

“digital assets” or “cryptocurrency” means cryptocurrencies, blockchain-based tokens, and other similar blockchain-based asset equivalents.

“Digital Asset Market Value” means as of the date of the Company Closing Statement (as defined in the Business Combination Agreement), the market value equivalent of Digital Assets set forth on the Company Closing Statement calculated as provided for in the Business Combination Agreement.

“DLT” means distributed ledger technology.

“EOS” means the digital asset named EOS, which is the native token of the EOS public blockchain.

“EOSIO” means the EOSIO open-source blockchain software initially developed by Block.one.

“EOSIO IP Contribution Deed” means the intellectual property contribution deed dated December 18, 2020 between Block.one and Bullish Global, where Block.one has assigned and licensed to Bullish Global certain intellectual property relating to EOSIO.

 

2

“Ether” or “ETH” means the native digital asset on the Ethereum network.

“Ethereum” means a decentralized global computing platform of that name that supports smart contract transactions and peer-to-peer applications.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange IP Contribution Deed” means the intellectual property contribution deed dated December 18, 2020, between Block.one and Bullish Global, where Block.one has assigned and licensed to Bullish Global certain intellectual property relating to the Bullish Exchange.

“FPAC” means Far Peak Acquisition Corporation, a Cayman Islands exempted company.

“FPAC Board” means the board of directors of FPAC.

“FPAC Shareholders” means the shareholders of FPAC.

“FPAC Warrant” means a warrant to purchase Public Shares and simultaneous private placements and each of which will convert into one Bullish Warrant pursuant to its terms upon consummation of the Business Combination.

“Founder Shares” means Class B ordinary shares of FPAC, 9,750,000 of which are currently outstanding and were issued to the Initial Shareholders prior to the Initial Public Offering of FPAC.

“Full Launch” means once the product and operations are suitably ready for scaling, the opening of Bullish Exchange to the public with a strategy of targeting institutional and advanced retail customers. The Full Launch, which will commence as soon as practicable after the Soft Launch and is contingent on various factors, is expected to occur on or around December 21, 2021.

“GFSC” means the Gibraltar Financial Services Commission.

“Hybrid Order Book” means the Bullish Exchange’s order book which integrates a traditional central limit order book and automated market-making liquidity.

“IASB” means the International Accounting Standards Board.

“IFRS” means the International Financial Reporting Standards.

“Indemnification Agreement” means the Indemnification Agreement, dated as of July 8, 2021, to be effective upon Closing, by and between Block.one and Bullish.

“Initial Public Offering” means the initial public offering of Units of FPAC, consummated on December 2, 2020.

“Initial Shareholders” means the Sponsor and the independent members of the FPAC Board, each of whom is a holder of Founder Shares.

“Initial Merger” means the merger of FPAC with Merger Sub 1, with Merger Sub 1 as the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of Bullish.

“IP Contribution Deeds” means the Exchange IP Contribution Deed and the EOSIO IP Contribution Deed.

“JOBS Act” means the Jumpstart Our Business Startups Act.

“Launch” means the Soft Launch and/or the Full Launch as the context indicates.

 

3

“Letter Agreement Amendment” means the amendment, dated as of July 8, 2021, by and between the Sponsor, FPAC, certain insiders of FPAC and Bullish, which amends that certain Letter Agreement, dated as of December 2, 2020, by and among the Sponsor and those certain insiders of FPAC.

“Liquidity Pools” means the liquidity pools of the Bullish Exchange which act as market makers in the Hybrid Order Book and the lenders to customers using margin trading services.

“Master Services Agreement” means the Amended and Restated Master Services Agreement, dated as of July 8, 2021, by and among Bullish Global, Block.one and certain of their respective affiliates.

“Merger Proposal” means a proposal to approve the Initial Merger.

“Merger Sub 1” or “BMC1” means BMC1, a Cayman Islands exempted company and a direct wholly owned subsidiary of Bullish.

“Merger Sub 2” or “BMC2” means BMC2, a Cayman Islands exempted company and a direct wholly owned subsidiary of Bullish.

“Mergers” means the Initial Merger and the Acquisition Merger.

“Morrow” means Morrow Sodali LLC, the professional proxy solicitation firm engaged by FPAC.

“Non-Competition Agreement” means the agreement, dated as of July 8, 2021, to be affective upon Closing, by and between Block.one and Brendan Blumer.

“NYSE” means The New York Stock Exchange.

“Ordinary Shares” means the ordinary shares, par value $0.00001 per share, of Bullish, including Class A Ordinary Shares and Class B Ordinary Shares, unless otherwise specified.

“Organizational Documents” means the formation documents of any of the entities listed herein, including the memorandum and articles of association, as they may be amended.

“Organizational Documents Proposal” means a proposal to approve the proposed articles following the consummation of the Business Combination.

“Private Placement Warrants” means the FPAC Warrants owned by the Sponsor and the BR Investors and issued by FPAC simultaneously with the consummation of the Initial Public Offering.

“PIPE Investment” means the investment of certain investors (the “PIPE Investors”) for an aggregate of 30,000,000 Class A Ordinary Shares of Bullish at $10.00 per share for gross proceeds of $300,000,000 concurrently with the effective time of the Business Combination.

“PIPE Investors” means the investors in the PIPE Investment.

“PIPE Subscription Agreement” means each share subscription agreement, dated as of July 8, 2021, entered into by a PIPE Investor pursuant to which such PIPE Investor has committed to subscribe for and purchase Class A Ordinary Shares of Bullish.

“proxy statement/prospectus” means the proxy statement/prospectus included in the Registration Statement on Form F-4 (Registration No. 333-260659), filed with the SEC.

“Public Shareholders” means the holders of Public Shares.

 

4

“Public Shares” means the Class A ordinary shares of FPAC issued as part of the Units sold in the Initial Public Offering.

“Public Warrants” means the FPAC Warrants included in the Units sold in the Initial Public Offering, each of which is exercisable for one Class A ordinary share of FPAC, in accordance with its terms.

“Redemption” means the right of the holders of FPAC Class A ordinary shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Registration Rights Agreement” means the Registration Rights Agreement, to be entered into on or prior to the closing of the Acquisition Merger, by and between Bullish, the Sponsor, the BR Investors, certain securityholders of FPAC and certain security holders of Bullish Global.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Management” and “Senior Managers” refer to those persons named as officers of Bullish Global, and following the consummation of the Business Combination, of Bullish, in the section titled “Management of Bullish Following the Business Combination.”

“Side Letters” means the side letters entered into concurrently with the execution of the Business Combination Agreement by the BR Investors amending such BR Investors’ subscription agreement, dated November 12, 2020, by and between such BR Investors, FPAC and the Sponsor.

“Soft Launch” means Bullish Exchange’s initial launch stage using real assets with select institutional customers on an invite-only basis.

“Special Meeting” means the extraordinary general meeting of FPAC Shareholders, to be held virtually on                  , 2022, at https://www.cstproxy.com/farpeak/2021.

“Sponsor” or “FPAC Sponsor” means Far Peak LLC, a Cayman Islands exempted limited liability company controlled by Thomas W. Farley.

“Sponsor Release” means the Release Agreement, dated as of July 8, 2021, to be effective upon Closing, by and between the Sponsor and FPAC.

“Sponsor Voting Agreement” means the Sponsor Voting Agreement, dated as of July 8, 2021, by and between FPAC, the Sponsor, Bullish Global and Bullish.

“stablecoin” means a type of digital asset and cryptocurrency that is pegged to a ‘stable’ underlying asset such as fiat money or a commodity, including other types of cryptocurrencies. The value of the asset may fluctuate based on the volatility of the underlying asset.

“Standstill Agreement” means the Standstill Agreement, dated as of July 8, 2021, to be effective upon Closing, by and between Block.one, Brendan Blumer and Kokuei Yuan.

“Target Voting Agreement” means the Target Voting Agreement, dated as of July 8, 2021, by and between FPAC, Block.one, Bullish Global and Bullish.

“Trading Volume” means the total U.S. dollar equivalent value of matched trades transacted between a buyer and seller through the Bullish Exchange platform during the period of measurement. Trading Volume represents the product of the quantity of asset transacted and the trade price at the time the transaction was executed.

“Trust Account” means the trust account that holds a portion of the proceeds of the Initial Public Offering and the concurrent sale of the Private Placement Warrants.

 

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“Units” means units issued in the Initial Public Offering, each consisting of one Class A ordinary share of FPAC and one-third of one FPAC Warrant.

“U.S.” means the United States of America.

“U.S. dollar,” “US$” and “$” mean the legal currency of the United States.

“USDC” refers to the stablecoin issued by Circle Internet Financial Limited and Coinbase Global Inc., who are members of the CENTRE Consortium that administers the CENTRE network providing development, governance and compliance functions for the network.

“USDT” or “Tether” means the stablecoin issued by Tether Limited.

“U.S. GAAP” means United States generally accepted accounting principles.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements.” Bullish’s forward-looking statements include, but are not limited to, statements regarding Bullish or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would,” and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

•

the ability to consummate the Business Combination;

 

•

the expected benefits of the Business Combination;

 

•

Bullish’s financial performance following the Business Combination, including financial projections and business metrics and any underlying assumptions thereunder;

 

•

Bullish’s mission, goals and strategies;

 

•

Bullish’s future business development, financial conditions and results of operations;

 

•

trends in, and expected growth and market size of, cryptocurrencies;

 

•

expected changes in Bullish’s revenues, costs or expenditures;

 

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Bullish’s expectations regarding demand for and market acceptance of its products and services;

 

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Bullish’s expectations regarding its relationships with clients and third-party business partners;

 

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competition in Bullish’s industry;

 

•

relevant regulations in the jurisdictions in which Bullish operates;

 

•

general economic and business conditions in the markets where Bullish operates;

 

•

the impact of COVID-19 and any COVID-19 Measures on Bullish’s business and the actions Bullish may take in response thereto; and

 

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the outcome of any known and unknown litigation and regulatory proceedings.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the Proposals set forth in this proxy statement/prospectus and any investment decision regarding Bullish’s Class A Ordinary Shares or Bullish Warrants listed on the NYSE. The forward-looking statements contained in this proxy statement/prospectus are based primarily on current expectations and projections about future events and trends that may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including as described in the section titled “Risk Factors” and elsewhere in this proxy statement/prospectus and/or contained in any other material filed with the SEC.

In addition, statements that “we believe” and similar statements reflect beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this proxy statement/prospectus. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

 

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The forward-looking statements made in this proxy statement/prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this proxy statement/prospectus to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by FPAC, Bullish, or Bullish Global in such forward-looking statements, including among other things:

 

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As an early stage company entering a highly competitive market with limited operating history, the operations of Bullish are nascent, unproven and subject to material legal, regulatory, operational, reputational, financial, tax, market, credit and other risks.

 

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Bullish has not yet fully developed, tested or launched the Bullish Exchange.

 

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Bullish does not have experience operating as a U.S. public company and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act.

 

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Bullish’s strategy and focus on delivering high-quality, regulated, easy-to-use, and secure cryptocurrency-related financial services may not maximize short-term or medium-term financial results.

 

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Bullish expects its operating expenses to increase in the foreseeable future and may not be able to achieve profitability or achieve positive cash flow from operations on a consistent basis, if at all.

 

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Any significant disruption in Bullish’s planned products and services, in its information technology systems, or in any of the blockchain networks it supports, could result in a loss of customers or own funds and/or assets and adversely impact Bullish.

 

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Bullish’s sales and marketing strategy is untested and unproven and may not be effective.

 

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Bullish currently relies on Block.one to provide essential functions and resources to support its business and operations.

 

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Bullish plans to rely on external vendors and third-party service providers to provide critical outsourcing functions.

 

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Bullish’s internal governance, risk management and compliance program, policies, systems and controls are continuing to be developed and have not been fully embedded and tested. The existing processes and controls may not be adequate or effective to mitigate risk or ensure compliance.

 

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Any strategic investments that Bullish makes or enters into could require significant management attention, disrupting the business and harming its financial condition.

 

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The underlying blockchain technology used by Bullish is unproven and untested in a real operational environment of the scale and complexity currently contemplated.

 

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The future development and growth of digital assets is subject to a variety of factors that are difficult to predict and evaluate. If digital assets do not grow as Bullish expects, Bullish’s business, operating results and financial condition could be adversely affected.

 

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Cyberattacks and security breaches of Bullish’s platform, or those impacting Bullish’s customers or third parties, could adversely impact Bullish’s brand and reputation and its business, operating results and financial condition.

 

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Bullish is subject to a multi-jurisdictional legal and regulatory environment, which can be complex and conflicting and its regulatory compliance framework may not be sufficient to mitigate all relevant legal and regulatory compliance risks across the relevant jurisdictions.

 

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Bullish may become a party to material litigation and other legal proceedings, including actions by regulators, government and law enforcement authorities, private actions on both individual and class basis, actions against or from employees, as well as other counter-parties.

 

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Bullish will obtain and process a large amount of sensitive customer data. Any real or perceived improper use of, disclosure of, or access to such data could harm Bullish’s reputation, as well as have an adverse effect on Bullish’s business.

 

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Third parties may make claims or bring legal proceedings against Bullish for alleged infringement of their intellectual property rights and consequences could include having to cease offering Bullish’s products or services.

 

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The U.S. federal income tax and non-U.S. tax treatment of digital assets is unclear, and future developments regarding the treatment of digital assets for U.S. federal income and non-U.S. tax purposes could adversely impact Bullish’s business.

 

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Bullish depends on talented, experienced and committed personnel to operate and grow Bullish’s business and may incur increased operational costs to recruit, train, motivate, and/or retain them. If Bullish is unable to do so, Bullish’s business, financial condition, results of operations and prospects may be adversely affected.

 

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Bullish is exposed to potential fraud risk and physical security threats, both internally and externally, which could result in loss of assets for Bullish and its customers, as well as risk to the safety of Bullish’s personnel.

In addition, Bullish faces various legal and operational risks associated with doing business in Hong Kong, which could result in a material change in the operations of Bullish in Hong Kong following the Business Combination, cause the value of Bullish’s securities to significantly decline or become worthless, and significantly limit or completely hinder its ability to accept foreign investments and offer or continue to offer securities to foreign investors. These risks include, but are not limited to:

 

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The business, financial condition and results of operations of Bullish, and/or the value of Bullish’s securities or Bullish’s ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of the PRC become applicable to Bullish.

 

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The PRC government has significant oversight and discretion over the manner in which companies incorporated under the laws of PRC must conduct their business activities. Although Bullish has no business operations in mainland China, if it were to become subject to such oversight or discretion, there may be a material change in its operations and/or the value of Bullish’s securities, which would materially affect the interests of the investors.

 

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Implementation of the National Security Law in Hong Kong involves uncertainty, and the recent policy pronouncements by the PRC government regarding business activities of U.S.-listed Chinese businesses may negatively impact Bullish’s existing and future operations in Hong Kong.

 

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Bullish may be required to obtain regulatory licenses or approvals in order to provide some or all of the Exchange services to Hong Kong customers which it currently does not have, or it may be required to obtain such licenses or approvals in the near future.

 

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Increases in labor costs may adversely affect Bullish’s business and results of operations.

Before a shareholder grants its proxy or instructs how its vote should be cast on the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposals or the Adjournment Proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect FPAC, Bullish and/or Bullish Global.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to certain questions that you may have regarding the Special Meeting. FPAC urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this proxy statement/prospectus.

Q: Why am I receiving this proxy statement/prospectus?

A: On July 8, 2021, FPAC entered into a Business Combination Agreement by and among (i) FPAC, (ii) Bullish, (iii) Merger Sub 1, (iv) Merger Sub 2 and (v) Bullish Global. Pursuant to the Business Combination Agreement FPAC needs the approval of its shareholders to approve the Business Combination. Under the terms of the Business Combination Agreement, on the Closing Date, FPAC will engage in the Initial Merger. Following the Initial Merger, Merger Sub 2 will merge with and into Bullish Global, with Bullish Global as the surviving entity in the merger, and, after giving effect to such merger continuing as a wholly owned subsidiary of Bullish.

The Business Combination must be adopted by the FPAC Shareholders in accordance with Cayman Islands law and FPAC’s Memorandum and Articles of Association. FPAC is holding a Special Meeting to obtain that approval. FPAC Shareholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Business Combination Agreement and thereby approve the Business Combination.

THE VOTE OF FPAC SHAREHOLDERS IS IMPORTANT. FPAC SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q: Why is FPAC proposing the Business Combination?

A: FPAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with one or more operating businesses.

Based on its due diligence investigations of Bullish Global and the industries in which it operates, including the financial and other information provided by Bullish Global in the course of FPAC’s due diligence investigations, the FPAC Board believes that the Business Combination with Bullish Global is in the best interests of FPAC and its shareholders. However, there can be no assurances of this.

Although the FPAC Board believes that the Business Combination with Bullish Global presents an attractive business combination opportunity and is in the best interests of FPAC and its shareholders, the FPAC Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — FPAC’s Board of Directors’ Reasons for the Approval of the Business Combination” for a discussion of the factors considered by the FPAC Board in making its decision.

Q: When and where will the Special Meeting take place?

A: The Special Meeting will be convened in a virtual format on                 , 2022 at 9:00 a.m., New York City time, in a virtual format. Shareholders may attend, vote and examine the list of FPAC Shareholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/farpeak/2021 and entering the control number found on their proxy card, voting instruction form or notice they previously received.

 

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Q: What is the record date for the Special Meeting?

A: The record date for the Special Meeting is                 , 2021. Only holders of record of FPAC Shares at the close of business on                 , 2021, are entitled to notice of the Special Meeting and to vote at the convened Special Meeting and any further adjournments or postponements of the Special Meeting.

Q: What matters will be considered at the Special Meeting?

A: The FPAC Shareholders will be asked to consider and vote on the following proposals:

 

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a proposal to adopt the Business Combination Agreement and approve the Business Combination (the “Business Combination Proposal”);

 

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a proposal to approve the Plan of Merger (the “Merger Proposal”);

 

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a proposal to approve the proposed organizational documents (the “Organizational Documents Proposal”); and

 

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a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by FPAC Shareholders or FPAC determines that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (the “Adjournment Proposal”).

Q: Is my vote important?

A: Yes. The Business Combination cannot be completed unless the Business Combination Agreement is adopted by the FPAC Shareholders holding a majority of the votes cast on the Business Combination Proposal, and the Merger Proposal and the Organizational Documents Proposals are approved by FPAC Shareholders holding two-thirds of the votes cast on such proposal. Only FPAC Shareholders as of the close of business on                 , 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The FPAC Board unanimously recommends that such FPAC Shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval of the Organizational Documents Proposals and “FOR” the approval of the Adjournment Proposal.

Q: Do any of FPAC’s directors or officers have interests in the Business Combination that may differ from or be in addition to the interests of FPAC Shareholders?

A: Yes. FPAC’s executive officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of FPAC Shareholders generally. These interests include, among other things, the interests listed below. The FPAC Board, including FPAC’s independent directors, with their outside counsel, reviewed and considered these interests during the negotiation of the Business Combination Agreement and in evaluating and approving, as members of the FPAC Board, the Business Combination Agreement and the Transactions, including the Business Combination. In particular, the FPAC Board considered that Thomas W. Farley, FPAC’s Chief Executive Officer, President and Chairman will become Chief Executive Officer of Bullish and would be entering into an employment agreement with Bullish effective upon the Closing of the Business Combination, and that Mr. Farley negotiated certain key aspects of his compensation to be set forth in that employment agreement prior to the signing of the Business Combination Agreement. Mr. Farley’s employment agreement is not a condition to the Closing of the Business Combination. Additionally, at the direction of the FPAC Board, Mr. Farley refrained from negotiating any such personal compensation matters until agreement on the valuation terms of the Business Combination Agreement had been reached among the parties, and then only under the supervision of the FPAC Board’s and the independent directors’ outside counsel.

 

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As noted above, at or immediately following the Closing, Mr. Farley, FPAC’s President, Chief Executive Officer and Chairman, will become the Chief Executive Officer of Bullish and has entered into an employment agreement dated December 13, 2021, effective at the Closing, with Bullish that

 

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will provide for cash and incentive compensation. See “Director and Officer Compensation – Bullish Executive Officer and Director Compensation Following the Business Combination – Thomas W. Farley Employment Agreement” for a description of Mr. Farley’s employment agreement.

 

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If FPAC is unable to complete its initial business combination by March 7, 2023, FPAC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FPAC’s remaining shareholders and the FPAC Board, liquidate and dissolve, subject in each case to FPAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights nor liquidating distributions, with respect to the Founder Shares if FPAC fails to complete its initial business combination by March 7, 2023. FPAC’s Sponsor purchased the Founder Shares prior to the Initial Public Offering for an aggregate purchase price of $25,000, and transferred 70,000 Founder Shares to each of FPAC’s three independent directors. In addition, as described below, upon completion of the Business Combination, certain of such Founder Shares will be transferred for nominal value, and may be forfeited or subjected to extended lock-up restrictions.

In addition, simultaneously with the closing of the Initial Public Offering, FPAC consummated the sale of 7,000,000 Private Placement Warrants at a price of $1.50 per warrant, 3,500,000 to the Sponsor and 3,500,000 to the BR Investors. FPAC’s Sponsor’s aggregate investment in Private Placement Warrants was $5,250,000. The Private Placement Warrants will be exercisable commencing 30 days following the Closing for one share of Class A Ordinary Shares of Bullish at $11.50 per share. If FPAC does not consummate a business combination transaction by March 7, 2023, then the FPAC Warrants held by FPAC’s Sponsor will be worthless. However, as described below, certain of such FPAC Warrants will be transferred for $1.00 per warrant or in certain instances, cancelled for no value. The Founder Shares and Private Placement Warrants held by FPAC’s Sponsor are subject to certain contractual obligations made by the Sponsor that will be completed upon the consummation of the Business Combination. These are described in greater detail below under “The Business Combination Proposal – Ancillary Agreements Related to the Business Combination.” Pursuant to the BR Subscription Agreements, FPAC’s Sponsor agreed to transfer 1,950,000 Founder Shares (which will convert into 1,950,000 Class A Ordinary Shares of Bullish) to the BR Investors at the price the Sponsor originally paid for such shares (which as noted above, was nominal). Pursuant to the Securities Purchase Agreement, FPAC’s Sponsor agreed to sell, or cause the BR Investors to sell, 3,000,000 Private Placement Warrants to the Anchor Subscriber for $1.00 per warrant (2,400,000 will be transferred by the Sponsor and 600,000 by the BR Investors).

In addition, in accordance with the Letter Agreement Amendment, the FPAC Sponsor agreed that (a)(i) at the Closing of the Business Combination, it would forfeit for cancellation 1,950,000 Class A Ordinary Shares of Bullish (including 390,000 to which the BR Investors would otherwise be entitled) at the Closing of the Business Combination if more than 15,000,000 Class A ordinary shares of FPAC are validly tendered for redemption and not withdrawn, or (ii) if no such forfeiture occurs, be subject to additional lock-up restrictions with respect to such 1,950,000 Class A Ordinary Shares of Bullish (including 390,000 that will be transferred to the BR Investors as described below in “Business Combination Proposal – BlackRock Side Letter”), and (b) at the closing of the Business Combination, it would forfeit, or cause the BR Investors to forfeit, for cancellation 500,000 Private Placement Warrants (400,000 will be forfeited by the Sponsor and 100,000 by the BR Investors). Additionally, subject to the terms of the prior sentence, FPAC’s Sponsor will be subject to a lock-up of the Ordinary Shares to be received in exchange for the Founder Shares until one year following the Business Combination or if Bullish completes a liquidation, merger, share exchange or other similar transaction that results in all of Bullish’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided that if the Ordinary Shares have traded at a price equal to or greater than $12.00 per share within any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination, the Ordinary Shares to be received in exchange for the Founder Shares shall be released from the Sponsor Lock-up.

 

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Giving effect to the foregoing transfers and forfeitures, upon completion of the Business Combination, assuming no redemptions and a Digital Asset Market Value (as defined in the Business Combination Agreement) of $6.939 billion, based on the average value over a 20-day period as of November 1, 2021, it is expected that expect FPAC’s Sponsor will hold approximately 0.65% of the outstanding Class A Ordinary Shares of Bullish, which based on an assumed $10.00 per share value would have an aggregate value of approximately $75,900,000. In addition, following the Closing, and giving effect to the transfers and forfeitures described above, FPAC’s Sponsor will hold 700,000 Bullish Warrants (for which the Sponsor would have paid an aggregate of $2,850,000). Based on the $3.40 per warrant value of FPAC’s Public Warrants as of November 1, 2021, such 700,000 Bullish Warrants would have a value of $2,380,000.

As a result of the difference in the purchase price of approximately $0.003 per share that FPAC’s Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per unit sold in FPAC’s Initial Public Offering, FPAC’s Sponsor may earn a positive rate of return on its investment even if the share price of Bullish’s Class A Ordinary Shares falls significantly below the per share value implied in the Business Combination of $10.00 per share and the public stockholders of FPAC experience a negative rate of return.

 

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FPAC’s Sponsor, officers and directors will lose their entire investment in FPAC if FPAC does not complete a business combination by March 7, 2023. The independent directors each received 70,000 Founder Shares concurrently with FPAC’s Initial Public Offering. The 70,000 Founder Shares currently held by each director, if unrestricted and freely tradeable would be valued at $700,000, based on an assumed $10.00 per share value. Founder Shares do not have the redemption rights of Public Shares if FPAC is unable to complete its initial business combination by March 7, 2023, nor will they receive any liquidating distributions if FPAC liquidates.

 

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FPAC’s Initial Shareholders and its officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if FPAC fails to complete a business combination by March 7, 2023.

 

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In order to protect the amounts held in the Trust Account, FPAC’s Sponsor has agreed that it will be liable to FPAC if and to the extent any claims by a vendor for services rendered or products sold to FPAC, or a prospective target business with which it has entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under FPAC’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

 

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Following the Closing, FPAC’s Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to FPAC and remain outstanding. As of the date of this proxy statement/prospectus, FPAC’s Sponsor has not made any advances to FPAC for working capital expenses. If FPAC does not complete an initial business combination within the required period, FPAC may use a portion of its working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

 

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Following the consummation of the Business Combination, FPAC’s officers and directors will be indemnified as discussed under “The Business Combination Proposal — Indemnification”.

 

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Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, FPAC’s officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by FPAC from time to time, made by the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of the date of

 

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this proxy statement/prospectus, neither the Sponsor nor any director or officer of FPAC has extended any loan to FPAC, incurred any out-of-pocket expense reimbursable by FPAC, or has any entitlement to any fee upon completion of the Business Combination.

Each of FPAC’s officers and directors presently has fiduciary or contractual obligations to other entities pursuant to which such officer or director is required to present a business combination opportunity to such entity. FPAC’s Amended and Restated Articles of Incorporation provides that FPAC renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of FPAC and such opportunity is one FPAC is legally and contractually permitted to undertake and would otherwise be reasonable for FPAC to pursue, and to the extent the director or officer is permitted to refer that opportunity to FPAC without violating another legal obligation. FPAC does believe, however, that neither the fiduciary duties or contractual obligations of its officers or directors, nor the waiver of the corporate opportunities doctrine in its Restated Articles of Incorporation, materially impacted its search for an acquisition target nor will materially impact its ability to complete the proposed Business Combination. In fact, as described below under “The Business Combination Proposal — Background of the Business Combination,” FPAC was able to identify approximately 50 potential business combination candidates, and engage in discussions with 34 potential targets other than Bullish Global in a relatively short period following its Initial Public Offering.

The existence of financial and personal interests of FPAC’s directors and officers may result in a conflict of interest on the part of one or more of them between what they may believe is best for FPAC and what they may believe is best for them in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of FPAC’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.

Q: If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A: No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your Public Shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

Q: What FPAC Shareholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

A: The Business Combination Proposal. Approval of the Business Combination Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of at least a simple majority of the votes cast by the holders of the issued ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote on such matter. Failure to vote, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of the proposal.

FPAC’s Sponsor, which owns 9,540,000 of FPAC’s outstanding shares, has agreed to vote its shares in favor of the Business Combination and take certain other actions in support of the Transactions. In addition, members of the FPAC Board, owning in the aggregate 210,000 of FPAC’s outstanding shares, have agreed with FPAC to vote in favor of the Business Combination. Accordingly, if all of its outstanding shares were to be voted, FPAC would need the affirmative vote of 25,125,001, or approximately 41.9%, of the 60,000,000 outstanding Public Shares, at the Special Meeting to approve the Business Combination. In the event that only the minimum number of shares necessary for a quorum are voted, a minimum of 17,437,501 shares (and only 7,687,501 Public Shares, or 12.8% of the Public Shares) will be required to approve the Business Combination Proposal.

 

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The Merger Proposal. Approval of the Merger Proposal must be approved by a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote on such matter. Accordingly, if all of its outstanding shares were to be voted, FPAC would need the affirmative vote of 36,750,000 or approximately 61.25%, of the 60,000,000 outstanding Public Shares, at the Special Meeting to approve the Merger Proposal. Failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. In the event that only the minimum number of shares necessary for a quorum are voted, a minimum of 23,250,001 shares (and only 13,500,001 Public Shares, or 22.5% of the Public Shares) will be required to approve the Merger Proposal.

The Organizational Documents Proposals. Approval of the six separate Organizational Documents Proposals must be approved by special resolutions under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote on such matter. Accordingly, if all of its outstanding shares were to be voted, FPAC would need the affirmative vote of 36,750,000 or approximately 61.25%, of the 60,000,000 outstanding Public Shares, at the Special Meeting to approve the Organizational Documents Proposal. Failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. In the event that only the minimum number of shares necessary for a quorum are voted, a minimum of 23,250,001 shares (and only 13,500,001 Public Shares, or 22.5% of the Public Shares) will be required to approve the Organizational Documents Proposals.

The Adjournment Proposal. Approval of the Adjournment Proposal requires the affirmative vote of at least a simple majority of the votes cast by FPAC Shareholders present virtually or represented by proxy at the Special Meeting and entitled to vote thereon. Failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal. In the event that only the minimum number of shares necessary for a quorum are voted, a minimum of 17,437,501 shares (and only 7,687,501 Public Shares, or 12.8% of the Public Shares) will be required to approve the Adjournment Proposal.

Q: What will Bullish Global’s equity holders receive in connection with the Business Combination?

A: Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, in connection with the Acquisition Merger, (i) (a) each outstanding Bullish Global Class B preference share will automatically convert into one Bullish Global Class C common share and (b) thereafter each issued and outstanding Bullish Global Class C common share will convert automatically into such number of Class A Ordinary Shares of Bullish that is equal to the Exchange Ratio (see the section entitled “The Business Combination Proposal — Consideration” beginning on page 150), (ii) each issued and outstanding Bullish Global Class A common share will convert automatically into such number of Class B Ordinary Shares of Bullish that is equal to the Exchange Ratio, (iii) each Bullish Global restricted stock unit award will cease to represent the right to acquire Bullish Global Class C common shares and will be cancelled in exchange for a right to acquire a number of Class A Ordinary Shares of Bullish under the 2021 Omnibus Incentive Plan equal to the product of (a) the number of Bullish Global Class C common shares subject to such Bullish Global restricted stock unit award as of immediately prior to the effective time of the Acquisition Merger and (b) the Exchange Ratio, and (iv) each Bullish Global option award will cease to represent the right to purchase Bullish Global Class C common shares and will be cancelled in exchange for an option to purchase a number of Class A Ordinary Shares of Bullish under the 2021 Omnibus Incentive Plan equal to the product of (a) the number of Bullish Global Class C common shares subject to such Bullish Global option award as of immediately prior to the effective time of the Acquisition Merger, and (b) the Exchange Ratio, at an exercise price per share equal to (x) the exercise price per share of such Bullish Global option award, divided by (y) the Exchange Ratio. The Class A Ordinary Shares of Bullish will have voting rights of one vote per share and the Class B Ordinary Shares of Bullish will have voting rights of ten votes per share. The following assumes a no redemption scenario and a $10.00 per share value of Bullish Ordinary Shares to be issued in connection with the Business Combination. Bullish Global equity holders will receive Bullish Ordinary Shares with an assumed value of $10,729,893,042 in the aggregate, consisting of (i) Bullish Class A Ordinary Shares with an assumed value of $2,631,262,053 in the aggregate (to Bullish Global Class B Preference shareholders), and (ii) Bullish Class B Ordinary Shares with an assumed value of $8,098,630,989 in the aggregate (to Block.one). FPAC’s

 

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Public Shareholders will receive Bullish Class A Ordinary Shares with an assumed value of $600,000,000 in the aggregate, assuming no redemptions. The Sponsor will transfer for nominal value 1,950,000 Founder Shares (with an assumed value of $19,500,000) to the BR Investors at the Closing. Giving effect to such transfer, the Sponsor and FPAC directors and officers will receive Bullish Class A Ordinary Shares with an assumed value of $78,000,000 in aggregate for their Founder Shares. Additionally, 1,950,000 FPAC Founder Share held by the Sponsor (including 390,000 otherwise transferable to the BR Investors) are subject to forfeiture in certain redemption scenarios, and assuming a value of $10.00 per share, these shares have a value of $19,500,000 in aggregate. The Sponsor will also hold 700,000 Bullish Warrants that will become exercisable after the closing of the Business Combination, which, based on the $3.40 per warrant value of FPAC’s Public Warrants as of November 1, 2021, would have a value of $2,380,000 in the aggregate.

Q: What equity stake will current FPAC Shareholders and Bullish equity holders hold in Bullish immediately after the consummation of the Business Combination?

A: It is anticipated that, upon completion of the Business Combination, assuming no redemptions and a Digital Asset Market Value (as defined in the Business Combination Agreement) of US$6.939 billion, based on the average value over a 20-day period as of November 1, 2021: (1) Public Shareholders will own 60,000,000 Class A Ordinary Shares or approximately 5.12% of Bullish’s outstanding Ordinary Shares; (2) the PIPE Investors will own 30,000,000 Class A Ordinary Shares or approximately 2.56% of Bullish’s outstanding Ordinary Shares; (3) FPAC’s Sponsor and certain other investors¹ will own 9,750,000 Class A Ordinary Shares or approximately 0.83% of Bullish’s outstanding Ordinary Shares; and (4) the current shareholders of Bullish Global will own 263,126,205 Class A Ordinary Shares and 809,863,099 Class B Ordinary Shares or approximately 91.49% of Bullish’s outstanding Ordinary Shares, including all Class B Ordinary Shares. Class B Ordinary Shares shall automatically convert into Class A Ordinary Shares on a one-for-one basis (a) at any time and from time to time at the option of the holders thereof; and (b) immediately prior to the consummation of a transfer of such Class B Ordinary Shares to any third party (other than to specified transferees). Based on an estimate of the high and low prices of the digital assets that may be held by Bullish Global at closing over the 52-week period ended November 1, 2021, the percentage of Bullish equity to be received by the shareholders of Bullish Global, assuming no redemptions, may range from 92.00% to 83.46%.

Public Shareholders will hold 20,000,000 formally Public Warrants after the Business Combination and there will be 6,500,000 formally Private Warrants held between FPAC’s Sponsor, the BR Investors, and the Anchor Subscriber. Upon completion of the Business Combination, Bullish will be a “controlled company’’ pursuant to the NYSE listing rules.

 

		Assuming No Redemption												Assuming Maximum Redemption
Shareholders		Ownership in Shares				Equity%				Voting%				Ownership in Shares				Equity%				Voting%
Bullish Global shareholders			1,072,989,304				91.49	%			98.82	%			1,072,989,304				96.56	%			99.54	%
FPAC Class A Shareholders			60,000,000				5.12	%			0.71	%			479,829				0.04	%			0.01	%
FPAC Class B Shareholders			9,750,000				0.83	%			0.12	%			7,800,000				0.70	%			0.09	%
PIPE Investors			30,000,000				2.56	%			0.35	%			30,000,000				2.70	%			0.36	%
			1,172,739,304				100.0	%			100.0	%			1,111,269,133				100.0	%			100.0	%

Does not include 20,000,000 Public Warrants and 6,500,000 Private Placement Warrants that will become exercisable 30 days after the Closing.

 

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The directors of FPAC will hold 210,000 Class A Ordinary Shares and the FPAC Sponsor will have sold to the BR Investors 1,950,000 Class A Ordinary Shares in the No Redemption scenario and 1,560,000 Class A Ordinary Shares in the Maximum Redemption scenario. BR Investors also have ownership reported in groups 1 and 2 of this answer. See (“Beneficial Ownership of Securities — Security Ownership of Certain Beneficial Owners and Management of Bullish”).

 

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Q: How will FPAC Shareholders ownership percentages be impacted assuming no redemptions, maximum redemptions and interim redemption levels as well as the Sponsor’s total potential ownership interest in Bullish, assuming exercise and conversion of all securities? Additionally what is the effect of the underwriting fee on a percentage basis for the FPAC shares at each redemption level?

The table below shows how FPAC Shareholders will be diluted based on different redemption levels and the outstanding convertible equity of Bullish Global and the Warrants.

Ownership

 

		Redemptions
		0%				25%				50%				75%				Maximum Redemptions
Number of Shares Redeemed			—				14,880,043				29,760,086				44,640,128				59,520,171
Shares Held
Bullish Global shareholders			1,072,989,304				1,072,989,304				1,072,989,304				1,072,989,304				1,072,989,304
FPAC Class A Shareholders			60,000,000				45,119,957				30,239,915				15,359,872				479,829
FPAC Class B Shareholders			9,750,000				9,750,000				7,800,000				7,800,000				7,800,000
PIPE Investors			30,000,000				30,000,000				30,000,000				30,000,000				30,000,000
Total Shares			1,172,739,304				1,157,859,261				1,141,029,219				1,126,149,176				1,111,269,133
Bullish Global shareholders			91.49	%			92.67	%			94.04	%			95.28	%			96.56	%
FPAC Class A Shareholders			5.12	%			3.90	%			2.65	%			1.36	%			0.04	%
FPAC Class B Shareholders			0.83	%			0.84	%			0.68	%			0.69	%			0.70	%
PIPE Investors			2.56	%			2.59	%			2.63	%			2.66	%			2.70	%
Total			100.00	%			100.00	%			100.00	%			100.00	%			100.00	%
Warrants potentially held by redeeming shareholders(1)			—				4,960,014				9,920,029				14,880,043				19,840,057
(A) Value of Warrants potentially held by redeeming shareholders (Nov 1)(1)			—			$	16,864,048			$	33,728,097			$	50,592,145			$	67,456,194
FPAC Class B Shareholders			9,750,000				9,750,000				7,800,000				7,800,000				7,800,000
(B) Value of FPAC Class B Shares @ $10		$	97,500,000			$	97,500,000			$	78,000,000			$	78,000,000			$	78,000,000

 

1.

FPAC will have 20,000,000 Public Warrants outstanding, irrespective of the number of shareholders who tender shares for redemption. The Units issued in the in the IPO may have been separated and there is no guarantee that a redeeming shareholder will still hold Public Warrants. Additionally, holders of outstanding Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

 

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		Redemptions
		0%				25%				50%				75%				Maximum Redemptions
Private Placement Warrants			6,500,000				6,500,000				6,500,000				6,500,000				6,500,000
(C) Value of Private Placement Warrants		$	22,100,000			$	22,100,000			$	22,100,000			$	22,100,000			$	22,100,000
(A + B + C) Total Value of Dilutive Securities		$	119,600,000			$	136,464,048			$	133,828,097			$	150,692,145			$	167,556,194
Apeiron Advisory Ltd (Issued Options)			16,197,262				16,197,262				16,197,262				16,197,262				16,197,262
ESOPs - Thomas W. Farley			17,591,090				17,367,889				17,115,438				16,892,238				16,669,037
ESOPs - Issued Options			10,947,539				10,947,539				10,947,539				10,947,539				10,947,539
ESOPs - Issued RSUs			1,613,287				1,613,287				1,613,287				1,613,287				1,613,287
Unallocated Options Pool			43,635,611				43,858,812				44,111,263				44,334,463				44,557,664
Total Bullish Options			89,984,789				89,984,789				89,984,789				89,984,789				89,984,789
(D) Value of Bullish Options		$	899,847,888			$	899,847,888			$	899,847,888			$	899,847,888			$	899,847,888
(A + B + C + D) Total Value of Dilutive Securities		$	1,019,447,888			$	1,036,311,936			$	1,033,675,985			$	1,050,540,033			$	1,067,404,082

Note: Max redemptions scenario excludes 479,829 FPAC Class A shares and 9,750,000 FPAC Class B shares. However, 1,950,000 FPAC Class B shares are subject to forfeiture over certain redemption amounts. Bullish Global shares and PIPE shares are the same in all scenarios.

The following table shows the underwriting fee at the various redemption levels presented above.

Underwriting Fees

 

		Redemptions
		0%				25%				50%				75%				Maximum Redemptions
Deferred Underwriting Fee as % of IPO Proceeds			2.57	%			3.42	%			5.11	%			10.05	%			321.73	%
Deferred Underwriting Fee as % of IPO & PIPE Proceeds			1.72	%			2.06	%			2.56	%			3.40	%			5.06	%
Deferred Underwriting Fees Per Share Outstanding at Close		$	0.013			$	0.013			$	0.014			$	0.014			$	0.014

Q: What is the PIPE Investment?

A: Concurrently with the execution and delivery of the Business Combination Agreement, certain institutional investors, referred to as the PIPE Investors, entered into subscription agreements, pursuant to which Bullish has agreed to issue an aggregate of 30,000,000 Bullish’s Class A Ordinary Shares, at a purchase price of $10.00 per share concurrently with the Closing. One PIPE Investor, referred to as the Anchor Subscriber, who has subscribed for 7,500,000 Class A Ordinary Shares of Bullish for an aggregate purchase price of $75,000,000, has also entered into a Securities Purchase Agreement with Bullish and Far Peak LLC pursuant to which the Anchor Subscriber will purchase, for $1.00 per Warrant, from the Sponsor or the BR Investors, 3,000,000 outstanding Private Placement Warrants.

 

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Q: What happens to the funds deposited in the trust account after consummation of the Business Combination?

A: A total of $600,000,000, including approximately $15.4 million of underwriters’ deferred discount, from the net proceeds of the Initial Public Offering and the concurrent sale of the Private Placement Warrants was placed in the Trust Account maintained by Continental Stock Transfer & Trust Company (“Continental”), FPAC’s transfer agent, acting as trustee. As of September 30, 2021, there were investments and cash held in the Trust Account of $600,209,262. These funds will not be released until the earlier of Closing or the redemption of FPAC’s Public Shares if FPAC is unable to complete an initial business combination by March 7, 2023, although FPAC may withdraw the interest earned on the funds held in the Trust Account to pay franchise and income taxes.

Q: Do I have redemption rights?

A: If you are a Public Shareholder, you have the right to request that FPAC redeem all or a portion of your Public Shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights.” Public Shareholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the Public Shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

FPAC’s Initial Shareholders and its other directors at the time of the Initial Public Offering entered into the insider letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares in connection with the completion of a business combination.

Q: What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: FPAC Shareholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is reduced as a result of redemptions by Public Shareholders. However, the consummation of the Business Combination is conditioned upon, among other things, FPAC having at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that FPAC will be required to pay to redeeming shareholders upon consummation of the Business Combination. In addition, with fewer Public Shares and Public Shareholders, the trading market for Class A Ordinary Shares of Bullish may be less liquid than the market for FPAC’s Class A ordinary shares was prior to consummation of the Business Combination and Bullish may not be able to meet the listing standards of the NYSE. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Bullish’s business will be reduced. As a result, the proceeds will be greater in the event that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata portion of the Trust Account as opposed to the scenario in which Public Shareholders exercise the maximum allowed redemption rights.

 

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Q: How do I exercise my redemption rights?

A: If you are a public shareholder and wish to exercise your right to redeem your Public Shares, you must:

(i) (a) hold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii) prior to 5:00 p.m., New York City time, on                  , 2022, the second business day prior to the Special Meeting, (a) submit a written request to Continental that FPAC redeem your Public Shares for cash and (b) deliver your Public Shares to Continental, physically or electronically through The Depository Trust Company (“DTC”).

The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental directly and instruct them to do so.

Any Public Shareholder will be entitled to request that their Public Shares (which would become shares of Class A Ordinary Shares of Bullish in the Initial Merger) be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to FPAC to pay its taxes, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of FPAC’s creditors, if any, which could have priority over the claims of FPAC Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of Public Shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is 5:00 p.m., New York City time, on                  , 2022, the second business day prior to the Special Meeting, and thereafter, with FPAC’s consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that FPAC instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by FPAC’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental by 5:00 p.m., New York City time, on                 , 2022.

 

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If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any FPAC Warrants that you may hold.

Q: If I am a holder of Units, can I exercise redemption rights with respect to my units?

A: No. Holders of outstanding Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the Units into the underlying Public Shares and Public Warrants, or if you hold Units registered in your own name, you must contact Continental, FPAC’s transfer agent, directly and instruct them to do so. If you fail to cause your Units to be separated and delivered to Continental, FPAC’s transfer agent, by 5:00 p.m., New York City time, on                 , 2022, the second business day before the special meeting, you will not be able to exercise your redemption rights with respect to your Public Shares.

Q: Will the number of warrants outstanding be adjusted based on the level of redemptions?

A: No, if you are a holder of Public Shares and you exercise your right to Redemption, such exercise will not result in the loss of any warrants that you may hold. As of November 1, 2021, FPAC’s warrants had a market value of $3.40 per warrant. FPAC has 20,000,000 Public Warrants outstanding, and irrespective of the number of shareholders who tender shares for redemption, Bullish Warrants with an assumed value of approximately US$68.0 million of warrants will be issued to the holders of the Public Warrants. The fact that the warrants will remain outstanding even if a shareholder decides to redeem could incentive shareholders to redeem their ordinary shares which would lower the cash available in the Trust Account.

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.

Q: How are fractional warrants treated upon separation and conversion of the FPAC Units?

A: No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Upon the Closing, each outstanding FPAC Warrant shall automatically represent the right to purchase one Class A Ordinary Share of Bullish in lieu of one Ordinary Share of FPAC at a price of $11.50 per share, such right is exercisable beginning 30 days after the Closing of the Business Combination and continuing until expiration. A warrant holder may exercise its warrants only for a whole number of Class A Ordinary Shares. This means only a whole warrant may be exercised at a given time by a warrant holder. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, Bullish will, upon exercise, round down to the nearest whole number the number of Class A Ordinary Shares of Bullish to be issued to the warrant holder.

Q: How does the FPAC Board recommend that I vote?

A: The FPAC Board recommends that the FPAC Shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval of the Organizational Documents Proposals and “FOR” the approval of the Adjournment Proposal. For more information regarding how the FPAC Board recommends that the FPAC Shareholders vote, see the section entitled “The Business Combination Proposal — FPAC’s Board of Directors’ Reasons for the Approval of the Business Combination” beginning on page 186.

Q: What are the FPAC’s Board of Directors’ Reasons for the Approval of the Business Combination?

A: The FPAC Board, with the assistance of its advisors, considered several factors, including the following, in its determination to approve the Business Combination with Bullish Global.

 

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In considering the commercial rationale, the FPAC Board considered that the market and demand for cryptocurrency has significantly grown and Bullish Global has invested in creating innovative products and services which the Board believes makes Bullish well positioned to participate in this market. The FPAC Board considered Bullish Global’s range of planned products and services as well as its differentiated approach to providing liquidity on its exchange in periods of high volatility through the Liquidity Pools. In addition, Bullish Global has extensive capital resources which the Board anticipates will provide it with a meaningful competitive advantage in attracting customers and trading volumes once operations commence. Additionally, Bullish Global’s commitment to operate in a regulated and compliant manner was an important factor to the FPAC Board in considering its commercial rationale for the Business Combination.

The FPAC Board considered that Bullish Global’s balance sheet indicates that it is in good financial health and has no debt or material contingent liabilities, as of July 2, 2021. The Board also believed that Bullish Global has a strong existing management team that has extensive experience in blockchain, cryptocurrency, and financial service technology, which will be strengthened through the addition of Thomas W. Farley who will join the Bullish executive team as its Chief Executive Officer. The Business Combination has strong support from Bullish Global shareholders and has received significant private capital commitments, including participation from existing investors in Bullish Global.

The FPAC Board also considered the risks associated with the Business Combination, risks associated with Bullish Global’s business operations and technology, risks associated with the cryptocurrency industry as a whole, and the risks associated with the post-closing corporate governance.

The FPAC Board believes that the Business Combination Agreement is fair, advisable and in the best interests of FPAC and the FPAC Shareholders and is a product of arm’s-length negotiations among the parties. In addition, the FPAC Board obtained a fairness opinion from Duff & Phelps which stated the consideration being paid in the Business Combination was fair to FPAC from a financial point of view. The factors considered by the FPAC Board are discussed in greater detail in the section entitled “The Business Combination Proposal — FPAC’s Board of Directors’ Reasons for Approval of the Business Combination.”

Q: What material negative factors did the FPAC Board consider in connection with the Business Combination?

A: Although the FPAC Board believes that the Business Combination with Bullish will provide FPAC Shareholders with an opportunity to participate in a combined company with significant growth potential, the FPAC Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that Bullish Global has no operating history in the highly competitive cryptocurrency industry and faces significant risk related to its business, strategy and operations, the risk that Bullish Global’s business will depend on the continued acceptance of cryptocurrency as an alternative to fiat currencies and the prices and volume of transactions in cryptocurrencies, the risk that the amount of equity to be issued to Bullish Global’s existing shareholders as well as the dual-class structure of Bullish’s Ordinary Shares will have the effect of concentrating voting power with the holders of Bullish’s Class B Ordinary Shares, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control, the risk that FPAC Shareholders would not approve the Business Combination and the risk that significant numbers of FPAC Shareholders would exercise their redemption rights, among other risks, set forth elsewhere in this proxy statement/prospectus.

Q: May the Sponsor and the other Initial Shareholders purchase Public Shares or warrants prior to the Special Meeting?

A: At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding FPAC or its securities and subject to any applicable securities laws and regulations, the Initial Shareholders, Bullish and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to

 

22

acquire Public Shares or vote their Public Shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FPAC has at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that FPAC will be required to pay to redeeming shareholders upon consummation of the Business Combination. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of FPAC’s Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Initial Shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on Public Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of Public Shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

Q: Who is entitled to vote at the Special Meeting?

A: The FPAC Board has established                 , 2021, as the record date for the Special Meeting. All holders of record of FPAC Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Attendance at the Special Meeting is not required to vote. See the section entitled “Questions and Answers About the Business Combination and the Special Meeting — How can I vote my shares without attending the Special Meeting?” beginning on page 25 for instructions on how to vote your FPAC Shares without attending the Special Meeting.

Q: How many votes do I have?

A: Each FPAC Shareholder of record is entitled to one vote for each FPAC Share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were                  outstanding FPAC Shares.

Q: What constitutes a quorum for the Special Meeting?

A: A quorum is the minimum number of shareholders necessary to hold a valid meeting.

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of outstanding FPAC Shares representing a majority of the issued shares entitled to vote at the Special Meeting are present virtually or represented by proxy at the Special Meeting.

Q: What will happen to FPAC as a result of the Business Combination?

A: FPAC will merge with and into Merger Sub 1, with Merger Sub 1 surviving as a wholly owned subsidiary of Bullish.

 

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Q: What is Bullish?

A: Bullish is a Cayman Islands exempted company formed for the purpose of effecting the Business Combination. Following the Business Combination, Bullish will be the holding company for its subsidiaries operating the Bullish Exchange.

Q: Who will be the management team of Bullish following the Business Combination?

A: Upon consummation of the Business Combination, Brendan Blumer will be appointed as Chairman of the Board and Thomas W. Farley will be appointed as Chief Executive Officer. Bullish has determined that this structure, with separate Chairman and Chief Executive Officer roles, is in the best interests of Bullish at this time. For further information on these and other directors and officers of Bullish, see the section entitled “Management of Bullish following the Business Combination” beginning on page 248.

Q: What will happen to my FPAC Shares as a result of the Business Combination?

A: If the Business Combination is completed, each FPAC share will be cancelled and exchanged for one Class A Ordinary Share of Bullish. See the section entitled “The Business Combination Proposal — Consideration” beginning on page 150.

Q: Where will the Ordinary Shares of Bullish that FPAC Shareholders receive in the Business Combination be publicly traded?

A: Assuming the Business Combination is completed, the Class A Ordinary Shares of Bullish issued in connection with the Business Combination will be listed and traded on the NYSE under the ticker symbol “BULL” and the Bullish Warrants will be listed and traded on the NYSE under the ticker symbol “BULLW.”

Q: What happens if the Business Combination is not completed?

A: If the Business Combination Agreement is not adopted by FPAC Shareholders or if the Business Combination is not completed for any other reason by March 8, 2022, then FPAC will seek to consummate an alternative initial business combination prior to March 7, 2023. If FPAC does not consummate an initial business combination by March 7, 2023, it will cease all operations except for the purpose of winding up and redeem its Public Shares and liquidate the Trust Account, in which case its Public Shareholders may only receive approximately $10.00 per share and FPAC’s Warrants will expire worthless.

Q: How can I vote my shares at the Special Meeting?

A: FPAC Shares held directly in your name as the shareholder of record of such FPAC Shares as of the close of business on                 , 2021, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit https://www.cstproxy.com/farpeak/2021, and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. If you are a beneficial owner of FPAC Shares but not the shareholder of record of such FPAC Shares, you will also need to obtain a legal proxy for the meeting provided by your bank, broker, or nominee. Please note that if your shares are held in “street name” by a broker, bank or other nominee and you wish to vote at the Special Meeting, you will not be permitted to vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.

 

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Q: How can I vote my shares without attending the Special Meeting?

A: If you are a shareholder of record of FPAC Shares as of the close of business on                 , 2021, the record date, you can vote by proxy via the internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

Q: What is a proxy?

A: A proxy is a legal designation of another person to vote the stock you own. If you are a shareholder of record of FPAC Shares as of the close of business on the record date, and you vote by phone, by internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of FPAC’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution.

Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A: If your FPAC Shares are registered directly in your name with Continental you are considered the shareholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the shareholder of record with respect to those shares.

Direct holders (shareholders of record). For FPAC Shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your FPAC Shares are voted.

Shares in “street name.” For FPAC Shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q: If a FPAC Shareholder gives a proxy, how will the FPAC Shares covered by the proxy be voted?

A: If you provide a proxy, regardless of whether you provide that proxy by phone, via the internet or by completing and returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your FPAC Shares in the way that you indicate when providing your proxy in respect of the FPAC Shares you hold. When completing the internet or telephone processes or the proxy card, you may specify whether your FPAC Shares should be voted for or against, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

Q: How will my FPAC Shares be voted if I return a blank proxy?

A: If you sign, date and return your proxy and do not indicate how you want your FPAC Shares to be voted, then your FPAC Shares will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval of the Organizational Documents Proposals and “FOR” the approval of the Adjournment Proposal, if it is submitted to a vote.

 

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Q: Can I change my vote after I have submitted my proxy?

A: Yes. If you are a shareholder of record of FPAC Shares as of the close of business on the record date, whether you vote by telephone, internet or mail, you can change or revoke your proxy on or before                , 2022, in one of the following ways:

 

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submit a new proxy card bearing a later date;

 

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vote again by telephone or the internet at a later time;

 

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give written notice of your revocation to FPAC’s Corporate Secretary, which notice must be received by FPAC’s Corporate Secretary prior to the vote at the Special Meeting; or

 

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vote electronically at the Special Meeting by visiting https://www.cstproxy.com/farpeak/2021 and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q: Where can I find the voting results of the Special Meeting?

A: The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, FPAC will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

Q: Are FPAC Shareholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

A: No. As a matter of Cayman Island law, dissenters to a merger often have appraisal rights, including the right to be paid the fair market value of their shares, which if necessary, may ultimately be determined by the court. However, with regard to the Business Combination Agreement, section 239 of the Companies Act provides that dissent rights are not available in circumstances where an open market exists for the shares on a recognized exchange, which is the case, or the consideration under the merger consists of shares listed on a recognized exchange, which will ultimately be the case following consummation of the Business Combination.

FPAC Shareholders may vote against the Business Combination Proposal if they are not in favor of the adoption of the Business Combination Agreement.

Q: Are there any risks that I should consider as a FPAC Shareholder in deciding how to vote or whether to exercise my redemption rights?

A: Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 60. You also should read and carefully consider the risk factors of FPAC and Bullish contained in the documents that are incorporated by reference herein.

Q: What happens if I sell my FPAC Shares before the Special Meeting?

A: The record date for FPAC Shareholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your FPAC Shares before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your FPAC Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting.

 

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Q: What are the material U.S. federal income tax consequences of the Business Combination to me?

A: The U.S. federal income tax consequences of the Business Combination are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences.” The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Business Combination’s foreign, state or local tax laws.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q: When is the Business Combination expected to be completed?

A: Subject to the satisfaction or waiver of the conditions described in the section entitled “The Business Combination Agreement — Conditions to the Consummation of the Transaction” beginning on page 131, including the adoption of the Business Combination Agreement by the FPAC Shareholders at the Special Meeting, the Business Combination is expected to close in the first quarter of 2022. However, it is possible that factors outside the control of both companies could result in the Business Combination being completed at a later time, or not being completed at all.

Q: Who will solicit and pay the cost of soliciting proxies?

A: FPAC has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow”), to assist in soliciting proxies for the Special Meeting. FPAC has agreed to pay Morrow a fee of $40,000, plus disbursements. FPAC will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. FPAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of FPAC ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of our ordinary shares and in obtaining voting instructions from those owners. FPAC’s management team may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: What are the conditions to completion of the Business Combination?

A: Consummation of the Transactions is subject to customary closing conditions, including approval by the FPAC Shareholders and Bullish Global or certain regulatory approvals from governmental authorities. The Business Combination Agreement also contains other conditions, including, among others: (i) the Contribution Agreement and Master Services Agreement being in full force and effect and no material breach of such agreements being continuing and uncured; (ii) Bullish’s initial listing application with the NYSE having been conditionally approved and the Class A Ordinary Shares of Bullish to be issued pursuant to the Business Combination Agreement having been approved for listing on the NYSE; (iii) FPAC having at least $5,000,001 of net tangible assets following the exercise of redemption rights by the holders of FPAC’s Class A ordinary shares issued in FPAC’s Initial Public Offering; (iv) the effectiveness of the Form F-4 and the absence of any issued or pending stop order by the SEC; and (v) Bullish having been approved by the GFSC as a Controller (as defined in Section 131(3) of the Gibraltar Financial Services Act 2019) with respect to the DLT license held by Bullish (GI) Limited. As of the date of this proxy statement/prospectus, Bullish is in the process of applying for and has not obtained the approval for Bullish as a Controller with respect to the DLT License.

Q: What should I do now?

A: You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your

 

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voting instructions by telephone or via the internet as soon as possible so that your FPAC Shares will be voted in accordance with your instructions.

Q: What should I do if I receive more than one set of voting materials?

A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your FPAC Shares.

Q: Whom do I call if I have questions about the Special Meeting or the Business Combination?

A: If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

Morrow Sodali LLC

470 West Avenue, Suite 3000

Stamford, CT 06902

Tel: (800) 662-5200

Banks and brokers call collect: (203) 658-9400

E-mail: FPAC.info@investor.morrowsodali.com

You also may obtain additional information about FPAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to Continental Stock Transfer & Trust Company, FPAC’s transfer agent, at the address below prior to 5:00 p.m., New York City time, on                  , 2022, the second business day before the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

 

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SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read this proxy statement/prospectus, including the attached Annexes and the accompanying financial statements of FPAC and Bullish Global, carefully and in its entirety for a more complete understanding of the matters to be considered at the Special Meeting.

 

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FPAC is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or similar business combination with one or more businesses.

 

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On December 7, 2020, FPAC completed the Initial Public Offering of 55,000,000 Units and on December 21, 2020, the underwriters exercised their overallotment option in part, resulting in an additional 5,000,000 Units issued, both at a price of $10.00 per Unit, generating proceeds to FPAC of $600,000,000. Each Unit consisted of one Class A ordinary shares and one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share. Simultaneously with the closing of the Initial Public Offering, FPAC closed the private sale of an aggregate of 7,000,000 Private Placement Warrants at $1.50 per warrant generating gross proceeds, before expenses, of $10,500,000. The Private Placement Warrants are identical to the warrants included in the Units sold in the Initial Public Offering, except that, so long as they are held by their initial purchasers or their permitted transferees, the Private Placement Warrants (i) will not be redeemable by FPAC, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after FPAC completes its initial business combination and (iii) may be exercised by the holders on a cashless basis. For more information regarding the Private Placement Warrants, please see the section entitled “Description of Bullish Securities.”

 

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Bullish Global, through its subsidiaries, aims to launch an innovative regulated cryptocurrency trading platform and to become a leading cryptocurrency-focused fintech platform that combines the benefit of technological innovation and blockchain expertise with traditional financial services. See “Business of Bullish,” “Bullish Global’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Management after the Business Combination.”

 

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Pursuant to the Business Combination Agreement, the parties have agreed that, on the terms and subject to the conditions set forth therein, at the Closing, (i) in connection with the Initial Merger, FPAC will merge with and into Merger Sub 1, with Merger Sub 1 as the surviving entity and, after giving effect to such Initial Merger, continuing as a wholly owned subsidiary of Bullish, and (ii) following the Initial Merger, in connection with the Acquisition Merger, Merger Sub 2 will merge with and into Bullish Global, with Bullish Global as the surviving entity in the merger, and, after giving effect to such Acquisition Merger, continuing as a wholly owned subsidiary of Bullish.

 

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Unless waived by the parties to the Business Combination Agreement, consummation of the Transactions is subject to customary closing conditions, including approval by FPAC’s and Bullish Global’s shareholders and certain regulatory approvals from governmental authorities. The Business Combination Agreement also contains other conditions, including, among others: (i) the Contribution Agreement and Master Services Agreement being in full force and effect and no material breach of such agreements being continuing and uncured, (ii) Bullish’s initial listing application with the NYSE having been conditionally approved and the Class A Ordinary Shares of Bullish to be issued pursuant to the Business Combination Agreement having been approved for listing on the NYSE, and (iii) Bullish having been approved by the GFSC as a Controller (as defined in Section 131(3) of the Gibraltar Financial Services Act 2019) with respect to the DLT license held by Bullish (GI) Limited. As of the date of this proxy statement/prospectus, Bullish is in the process of applying for and has not obtained the approval for Bullish as a Controller with respect to the DLT License.

 

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For more information about the closing conditions to the Business Combination, please see the section entitled “The Business Combination Proposal — The Business Combination — Conditions to Closing of the Business Combination.”

 

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The Business Combination Agreement may be terminated at any time prior to the consummation of the Mergers (whether before or after the required FPAC Shareholder vote has been obtained) by written consent of FPAC and Bullish Global and in certain other circumstances, including, but not limited to if: (i) the conditions to the closing of the Initial Merger have not been satisfied by March 8, 2022, and such delay is not due to the breach of the Business Combination Agreement by the party seeking to terminate, (ii) a governmental entity shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions, and such order or other action has become final and non-appealable and (iii) the Business Combination and other related proposals are not approved by FPAC Shareholders at the duly convened meeting of FPAC Shareholders. For more information about the termination rights under the Business Combination Agreement, please see the section entitled “The Business Combination Proposal — The Business Combination Agreement — Termination.”

 

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Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, in connection with the Initial Merger, (i) every issued and outstanding Class A and Class B ordinary share of FPAC will convert automatically into one Class A Ordinary Share of Bullish, (ii) each issued and outstanding FPAC Warrant will convert automatically into one Bullish Warrant and (iii) each issued and outstanding Unit will convert automatically into one Class A Ordinary Share of Bullish and one-third of one Bullish Warrant.

 

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Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, in connection with the Acquisition Merger, (i) (a) each outstanding Bullish Global Class B preference share will automatically convert into one Bullish Global Class C common share and (b) thereafter each issued and outstanding Bullish Global Class C common share will convert automatically into such number of Class A Ordinary Shares of Bullish that is equal to the Exchange Ratio (as described below and more fully defined in the Business Combination Agreement), (ii) each issued and outstanding Bullish Global Class A common share will convert automatically into such number of Class B Ordinary Shares of Bullish that is equal to the Exchange Ratio (see the section entitled “The Business Combination Proposal — Consideration” beginning on page 150), (iii) each Bullish Global restricted stock unit award will cease to represent the right to acquire Bullish Global Class C common shares and will be cancelled in exchange for a right to acquire a number of Class A Ordinary Shares of Bullish under the 2021 Omnibus Incentive Plan equal to the product of (a) the number of Bullish Global Class C common shares subject to such Bullish Global restricted stock unit award as of immediately prior to the effective time of the Acquisition Merger and (b) the Exchange Ratio, and (iv) each Bullish Global option award will cease to represent the right to purchase Bullish Global Class C common shares and will be cancelled in exchange for an option to purchase a number of Class A Ordinary Shares of Bullish under the 2021 Omnibus Incentive Plan equal to the product of (a) the number of Bullish Global Class C common shares subject to such Bullish Global option award as of immediately prior to the effective time of the Acquisition Merger, and (b) the Exchange Ratio, at an exercise price per share equal to (x) the exercise price per share of such Bullish Global option award, divided by (y) the Exchange Ratio. The Class A Ordinary Shares of Bullish will have voting rights of one vote per share and the Class B Ordinary Shares of Bullish will have voting rights of ten votes per share.

 

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Concurrently with the execution and delivery of the Business Combination Agreement, the PIPE Investors have entered into Subscription Agreements pursuant to which the PIPE Investors have committed (the “PIPE Investment”) to subscribe for and purchase, for an aggregate purchase price of $300,000,000, Class A Ordinary Shares of Bullish (at $10.00 per share). One PIPE Investor, referred to as the Anchor Subscriber, who has subscribed for 7,500,000 Class A Ordinary Shares of Bullish for an aggregate purchase price of $75,000,000, has also entered into a Securities Purchase Agreement with Bullish and Far Peak LLC pursuant to which the Anchor Subscriber will purchase, for $1.00 per

 

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Warrant, from the Sponsor and the BR Investors, a total of 3,000,000 outstanding Private Placement Warrants.

The following diagram illustrates the ownership of FPAC and Bullish Global, as of the date of this proxy statement/prospectus.

The following diagram illustrates the ownership of Bullish after the Closing of the Business Combination.

 

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The FPAC Board considered several factors in its determination to approve the Business Combination with Bullish Global. In considering the commercial rationale, the FPAC Board considered that the market and demand for cryptocurrency has significantly grown and Bullish Global has invested in creating innovative products and services which the Board believes makes Bullish well positioned to participate in this market. The FPAC Board considered Bullish Global’s range of planned products and services as well as its differentiated approach to providing liquidity on its exchange in periods of high

 

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volatility through the Liquidity Pools. In addition, Bullish Global has extensive capital resources which the Board anticipates will provide it with a meaningful competitive advantage in attracting customers and trading volumes once operations commence. Additionally, Bullish Global’s commitment to operate in a regulated and compliant manner was an important factor to the FPAC Board in considering its commercial rationale for the Business Combination. The FPAC Board assessed Bullish Global’s balance sheet, concluding that it is in good financial health and has no debt or material contingent liabilities, as of July 2, 2021. The Board also believed that Bullish Global has a strong existing management team that has extensive experience in blockchain, cryptocurrency, and financial service technology, which will be strengthened through the addition of Thomas W. Farley who will join the Bullish executive team as its Chief Executive Officer. The Business Combination in general has strong sponsorship from its shareholders and has received significant private capital commitments, including participation from existing investors in Bullish Global.

 

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The FPAC Board also considered, in its deliberations, the risks associated with the Business Combination, risks associated with Bullish Global’s business operations and technology, risks associated with the cryptocurrency industry as a whole, the risks associated with the launch of the Bullish Exchange, and the risks associated with the post-closing corporate governance. The FPAC Board believes that the Business Combination Agreement is fair, advisable and in the best interests of FPAC and the FPAC Shareholders and is a product of arm’s-length negotiations among the parties. In addition, the FPAC Board obtained a fairness opinion from Duff & Phelps which stated the consideration being paid in the Business Combination was fair to FPAC from a financial point of view.

 

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Pursuant to FPAC’s Memorandum and Articles of Association, a Public Shareholder may request that FPAC redeem all or a portion of such shareholder’s Public Shares for cash if the Business Combination is consummated. Holders of Units must elect to separate the Units into the underlying Public Shares and warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the Units into the underlying Public Shares and warrants, or if a holder holds Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, N.A., FPAC’s transfer agent, directly and instruct it to do so. Public Shareholders may elect to redeem their Public Shares even if they vote “FOR” the Business Combination Proposal or any other proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker, bank or other nominee. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds, including by timely delivering its shares to FPAC’s transfer agent, FPAC will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per outstanding public share. If a Public Shareholder properly exercises its redemption rights in full, then it will be electing to exchange all of its Public Shares for cash and will not own any Public Shares of the post-Business Combination company. Holders of FPAC’s outstanding warrants do not have redemption rights in connection with the Business Combination. Please see the section entitled “Extraordinary General Meeting of FPAC Shareholders — Redemption Rights.”

 

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In addition to voting on the proposal to approve and adopt the Business Combination Agreement and approve the Business Combination (see the “Business Combination Proposal”), at the Special Meeting, FPAC Shareholders will be asked to vote upon:

 

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the Merger Proposal;

 

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the Organizational Documents Proposals ; and

 

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a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting.

 

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See “The Business Combination Proposal,” The Merger Proposal,” and “The Adjournment Proposal.” The Business Combination is conditioned on the approval of the Business Combination Proposal and the Merger Proposal. If FPAC Shareholders do not approve the Business Combination Proposal and the Merger Proposal or if any other proposal is not approved by FPAC Shareholders and FPAC and Bullish Global do not waive the applicable closing condition under the Business Combination Agreement, then the Business Combination may not be consummated. The six separate proposals in the Organizational Documents Proposals are conditioned on the approval of the Business Combination Proposal and the Merger Proposal at the Special Meeting. If the Business Combination Proposal and the Merger Proposal are not approved, the Organizational Documents Proposals will not be presented at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

 

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The Business Combination, including Bullish’s business following the Business Combination, involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

 

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SELECTED CONSOLIDATED CASH FLOW STATEMENT DATA

 

		For the six months ended June 30, 2021				From October 23, 2020, (Date of Incorporation) to December 31, 2020
		(in US$ thousands)				(in US$ thousands)
Net cash used in operating activities			(69,863	)			(25	)
Net cash generated from investing activities			951,056				21,402
Net cash (used in)/generated from financing activities			(339,870	)			218,000
Net increase in cash and cash equivalents			541,323				239,377
Cash and cash equivalents at the beginning of the period			239,377				—
Cash and cash equivalents at the end of the period			780,700				239,377
Net change in cash and cash equivalents			541,323				239,377

 

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the Annexes, in evaluating the Business Combination and the proposals to be voted on at the Special Meeting. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Bullish, FPAC or Bullish Global may face additional risks and uncertainties that are not presently known to Bullish, FPAC or Bullish Global, or that Bullish, FPAC or Bullish Global currently deems immaterial, which may also impair Bullish’s, FPAC’s or Bullish Global’s business or financial condition. In this section, unless the context indicates otherwise, Bullish refers to Bullish Global and its subsidiaries prior to the consummation of the Business Combination, and to Bullish and its subsidiaries, including Bullish Global, following consummation of the Business Combination.

Risks Related to Bullish’s Business Strategy and Operations

As an early stage company entering a highly competitive market with limited operating history, the operations of Bullish are nascent, unproven and subject to material legal, regulatory, operational, reputational, financial, tax, market, credit and other risks.

Bullish has limited operating history in the highly competitive digital assets industry. The Bullish Exchange commenced the Soft Launch in November 2021 and Bullish currently expects to commence the Full Launch on or around December 21, 2021. In addition, Bullish is not currently profitable from its operations and it has not been since its inception. Bullish may fail to develop and launch its products and services. There is no assurance that Bullish will achieve an acceptable return on shareholders’ investments and the likelihood of success must be considered in light of the early stage of its operations. Even if Bullish accomplishes its operational objectives, it may not generate positive cash flows or profits.

As a young business, Bullish may be more vulnerable to such risks and corresponding risk events may have a more disproportionate impact on its business, operations and reputation relative to a more mature or established business.

The Bullish Treasury is primarily intended for providing liquidity on the Bullish Exchange through contribution to the liquidity pools. If Bullish is unable to successfully build its business while controlling expenses, its ability to continue its business could depend on the ability to raise sufficient additional capital, obtain sufficient financing and monetize assets. There can be no guarantee that Bullish will be able to raise funding in sufficient quantity or at acceptable terms to fund the continued development of its business. The occurrence of any of the foregoing risks would have an adverse effect on Bullish’s business, financial condition and results from operations.

Furthermore, as Bullish’s business will be subject to legal, regulatory, operational, reputational, tax and other risks in every jurisdiction, including those applicable due to its use of cryptocurrency and blockchain technology, there is no assurance its business will ever be profitable. Bullish may fail to develop its products and services or produce a return for its investors. Without limiting the generality of the foregoing, Bullish does not plan to offer the Exchange services in the United States at Launch due to federal and state legal and regulatory restrictions. See “— Regulatory Compliance — Bullish’s failure to obtain and maintain required regulatory licenses or approvals, or otherwise comply with any laws and regulations, could adversely affect its ability to launch its product or to offer its product to certain segments of customers around the world. In particular, Bullish does not plan to offer the Exchange services in the United States or mainland China at Launch.”

From time to time, Bullish may also offer new products and services or undertake other strategic projects. There are substantial risks and uncertainties associated with these efforts and Bullish could invest significant capital and resources into such efforts. Regulatory requirements can affect whether initiatives are able to be brought to market in a manner that is timely and attractive to Bullish’s customers. Initial timetables for the

 

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development and introduction of new products or services and price and profitability targets may not be met. New products or services may need to be initially launched on a limited basis. In addition, Bullish’s revenues and costs may fluctuate because new products and services generally require startup costs while revenues take time to develop, which could adversely impact Bullish’s results of operations.

You should consider Bullish’s business and prospects in light of the risks and significant challenges it faces as a new entrant into its industry, including, among other things, with respect to its ability to:

 

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develop, launch and operate a reliable and quality cryptocurrency trading platform;

 

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obtain necessary regulatory approvals in a timely manner;

 

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build a well-recognized and respected brand;

 

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establish and expand its customer base;

 

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implement, maintain and improve its operational efficiency;

 

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execute its business model and maintain reliable, secure, high performance and scalable technology infrastructure;

 

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navigate in a new and rapidly evolving and changing space;

 

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predict its future revenues and appropriately budget for its expenses;

 

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attract, retain and motivate talented employees;

 

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anticipate trends that may emerge and affect its business;

 

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anticipate and adapt to changing market conditions, including technological developments and changes in the competitive landscape; and

 

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navigate an evolving and complex global regulatory environment.

If Bullish fails to adequately address any or all of these risks and challenges, such failure could have an adverse effect on Bullish’s reputation, business, financial condition, results from operations and share price.

Bullish may not be able to adapt quickly or effectively to changes in the fast-evolving digital assets industry and regulatory environment.

The fast-evolving digital assets industry has been characterized by many rapid, significant, and disruptive products, services and technologies in recent years. Bullish expects new products, services and technologies to continue to emerge and evolve, which may be superior to, or render obsolete, the products and services that Bullish intends to provide. Competitors may be able to respond more quickly and effectively than Bullish can to new or changing opportunities, technologies, standards or customer requirements. Bullish cannot predict the effects of new products, services and technologies on Bullish’s proposed business. Unlike many of its competitors, Bullish has limited operating history and has not fully established its customer base and has limited personnel and other resources. Because of its current stage of business development, Bullish may not be able to adapt quickly or effectively to changes in the industry. Bullish believes that its ability to grow its customer base and net revenue will depend heavily on its ability to innovate and create successful new products and services and to keep pace with rapidly changing technology. In particular, developing and incorporating new products and services into its business may require substantial expenditures, take considerable time, and ultimately may not be successful. Any new products or services could fail to attract customers, generate revenue, or perform or integrate well with third-party applications and platforms. In addition, Bullish must continue to enhance its technical infrastructure and other technology offerings to remain competitive and maintain a platform that has the required functionality, performance, capacity, security, and speed to attract and retain customers. Moreover, Bullish’s ability to adapt and compete with new products and services may be inhibited by regulatory requirements and general uncertainty in the law, constraints by Bullish’s banking partners and payment

 

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processors, third-party intellectual property rights, or other factors. The success of Bullish’s business also depends on its ability to address and adapt quickly or effectively to changes in the regulatory environment of the digital assets industry.

As a result, Bullish expects to expend significant costs and expenses to develop Bullish’s Exchange platform to meet the evolving needs of the industry. Bullish’s success will depend on its ability to develop and incorporate new offerings and adapt to technological changes, evolving industry practices and the regulatory environment. If Bullish is unable to do so in a timely or cost-effective manner, its business and ability to successfully compete and attract new customers may be adversely affected. If Bullish’s technology solutions do not work as planned, or do not meet or continue to meet the level of quality required, its customers or its regulators, it may make transacting business less efficient, more expensive and potentially prone to errors, thereby reducing the positive effects Bullish seeks to make available to its customers through the adoption of blockchain technology.

Risks Related to Being a Public Company

Bullish does not have experience operating as a U.S. public company and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act.

Bullish does not have experience operating as a U.S. public company. Some of Bullish’s proposed executive officers have only limited experience in managing a U.S. public company, which makes their ability to comply with applicable laws, rules and regulations uncertain. Bullish’s failure to comply with all laws, rules and regulations applicable to U.S. public companies could subject Bullish or its management to regulatory scrutiny or sanction, which could harm its reputation and share price.

Prior to becoming a U.S. reporting company, Bullish has not previously been required to prepare or file periodic and other reports with the SEC or to comply with the other requirements of U.S. federal securities laws applicable to public companies. Bullish has not previously been required to establish and maintain the disclosure controls and procedures, and internal controls over financial reporting applicable to a public company in the United States, including Sarbanes-Oxley. Although Bullish is in the process of developing and implementing its governance, compliance, risk management and control framework and culture required for a public company, Bullish may not be able to meet the requisite standards expected by the U.S. regulators and/or its investors. Bullish may also encounter errors, mistakes and lapses in processes and controls resulting in failure to meet the requisite standards expected of a public company.

As a U.S. reporting company, Bullish will incur significant legal, accounting and other expenses. Compliance with reporting, internal control over financial reporting and corporate governance obligations from which foreign private issuers are not exempt may require members of its management and its finance and accounting staff to divert time and resources from other responsibilities to ensure these additional regulatory requirements are fulfilled and may increase Bullish’s legal, accounting, insurance and compliance costs. Bullish cannot predict or estimate the amount of additional costs it may incur or the timing of such costs.

If it fails to adequately implement the required governance and control framework and culture, Bullish can be more at risk of failing to comply with significant rules or requirements associated with being a public company. Such failure could result in the loss of investor confidence and could harm Bullish’s reputation and cause the market price of Bullish’s securities to decline. Other challenges in complying with these regulatory requirements may arise because Bullish may not be able to complete its evaluation, testing and any required remediation in a timely fashion. In addition, any current or future controls may be considered as inadequate due to changes or increased complexity in regulations, operating environment or other reasons.

Due to inadequate governance and internal control policies, misstatements or omissions due to error or fraud may occur and may not be detected, which could result in failures to make required filings in a timely manner

 

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and make filings containing incorrect or misleading information. Any of these outcomes could result in SEC enforcement actions, monetary fines or other penalties, litigations, damage to Bullish’s reputation, business, financial condition, operating results and share price.

As a foreign private issuer, Bullish is exempt from a number of rules under U.S. securities laws and is permitted to file less information with the SEC than U.S. public companies; as a result investors may receive less information regarding Bullish that may adversely impact their investment decision making.

Bullish is a foreign private issuer, as defined in the SEC rules and regulations, and, consequently, it is not subject to all the disclosure requirements applicable to companies organized within the United States, including certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, Bullish’s officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of the Company’s securities. Moreover, Bullish is not required to file periodic reports and financial statements with the SEC as frequently or promptly as U.S. public companies. Accordingly, there may be less publicly available information concerning Bullish than there is for U.S. public companies, which may adversely impact investors’ decision making with respect to Bullish’s securities.

As a foreign private issuer and “controlled company,” Bullish can rely on exemptions from certain corporate governance requirements that provide greater protection to shareholders of other companies.

As a foreign private issuer, Bullish may generally follow home country practice with respect to certain matters of corporate governance in lieu of the comparable governance provisions of the NYSE listing rules except for certain matters, including the composition and responsibilities of the audit committee and the independence of its members within the meaning of the rules and regulations of the SEC. The Cayman Islands home country practices that Bullish follows may afford less protection to holders of Bullish’s securities than that provided under the NYSE listing rules.

Upon the consummation of the Business Combination, Block.one will beneficially own Class B Ordinary Shares (each of which is entitled to ten votes) with a substantial majority of Bullish’s voting power. As a result, Bullish will be a “controlled company” within the meaning of the NYSE listing rules. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and will be permitted to elect to not comply with certain corporate governance requirements, including the requirement that a majority of the board of directors consist of independent directors, the requirement that the nominating and corporate governance committee is composed entirely of independent directors, and the requirement that the compensation committee is composed entirely of independent directors.

As a result of Bullish’s foreign private issuer and “controlled company” status, Bullish’s securityholders may be afforded less protection under the NYSE listing rules and SEC regulations than other public companies.

Bullish may not be able to consistently comply with all of NYSE’s Listing Rules.

As a public company, Bullish will be subject to NYSE listing rules. If it fails to meet the requirements of the applicable listing rules, such failure may result in Bullish not being listed by the NYSE, suspension of trading of its shares or delisting in the future. This may further result in legal or regulatory proceedings, fines and other penalties, legal liability for Bullish, inability for Bullish’s shareholders to trade their shares and negatively impact Bullish’s share price, reputation and public perception, operations and financial position, as well as its ability to conduct future fundraising activities, whether in or outside of the U.S.

 

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If Bullish is unable to remediate material weaknesses in its internal control over financial reporting that it identifies or otherwise fails to maintain an effective system of internal controls, it may not be able to accurately or timely report its financial condition or results of operations.

Though no material weakness has been identified in connection with the audits of Bullish Global’s consolidated financial statements as of December 31, 2020, Bullish may subsequently identify material weaknesses with, or in the effectiveness of, its internal controls. Bullish’s failure to correct the material weaknesses or failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in its financial statements and could also impair its ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis, which could cause investors to lose confidence in its reported financial information, which may result in volatility in and a decline in the market price of Bullish securities.

Upon completion of this Business Combination, Bullish Global will become a wholly owned subsidiary of Bullish. Prior to the filing of the registration statement of which the proxy statement/prospectus is a part, Bullish was not subject to the Sarbanes-Oxley Act, and Section 404 thereof will require that Bullish include a report from management on the effectiveness of its internal control over financial reporting in its annual report on Form 20-F. It may take Bullish time to develop the requisite internal control framework. Bullish’s management may conclude that its internal control over financial reporting is not effective, or the level at which Bullish’s controls are documented, designed, operated or reviewed is not adequate, and may result in Bullish’s independent registered public accounting firm issuing a report that is qualified. In addition, the reporting obligations may place a significant strain on Bullish’s management, operational and financial resources and systems for the foreseeable future. Bullish may be unable to complete its evaluation testing and any required remediation in a timely manner.

During the course of documenting and testing Bullish’s internal control procedures, in order to satisfy the requirements of Section 404, Bullish may subsequently identify weaknesses and deficiencies in its internal control over financial reporting. In addition, if Bullish fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, it may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404. If Bullish fails to achieve and maintain an effective internal controls environment, it could result in material misstatements in its financial statements and a failure to meet its reporting obligations, which may cause investors to lose confidence in its reported financial information. This could in turn limit its access to capital markets and harm its results of operations. Bullish may also be required to restate its financial statements from prior periods if such weaknesses and deficiencies are identified. Additionally, ineffective internal control over financial reporting could expose it to increased risk of fraud or misuse of corporate assets and subject it to potential delisting from the stock exchange on which it lists, regulatory investigations and civil or criminal sanctions. All of which could adversely impact Bullish’s reputation, business, results of operations, financial condition and share price.

Industry data, projections and estimates relied upon by Bullish are inherently uncertain, subject to interpretation and may not have been independently verified.

Information concerning Bullish’s industry and the markets in which Bullish intends to operate is obtained from independent industry and research organizations and other third-party sources. Industry projections and estimates are derived from publicly available information released by independent industry analysts and third-party sources. Bullish has not independently verified any such third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which Bullish operates are subject to uncertainty and risk due to a variety of factors. As a result, inaccuracies in third-party information, or in the projects, may lead to adverse impact on assumptions that are relied upon for internal business planning and analysis purposes.

 

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Block.one is a majority shareholder of Bullish. The concentration of ownership may affect the market demand for Bullish shares.

Upon closing of the Business Combination, Block.one will hold Class B Ordinary Shares, with ten votes per share, and will hold a majority of Bullish’s voting equity even if its equity ownership declines below a majority. While Block.one maintains such holding, and as a consequence of such holding, Block.one will have substantial influence over Bullish’s business, including decisions regarding mergers, consolidations, the sale of all or substantially all of its assets, election of directors, declaration of dividends and other significant corporate actions. As the controlling shareholder, Block.one may take actions that are not in the best interests of Bullish’s other shareholders. These actions may be taken in many cases even if they are opposed by Bullish’s other shareholders. In addition, this concentration of ownership may discourage, delay or prevent a change in control which could deprive shareholders of an opportunity to receive a premium to the trading price for the shares as part of a sale of Bullish.

Material adverse incidents associated with Block.one may adversely impact Bullish’s reputation, business and financial position and share price.

Significant negative news, adverse legal or regulatory findings, material litigation, reputational damage and other material adverse developments associated with Block.one may also adversely impact Bullish’s reputation, business and financial position and share price.

For example, Block.one and the intended Chairman of the Bullish Board are defendants in a class action lawsuit in the U.S. in relation to Block.one’s sale of ERC-20 tokens, in which a settlement agreement has been reached subject to the court’s final approval. If for any reason the settlement is not approved or the agreement is terminated, the class action will continue and may conceivably lead to adverse findings with respect to Block.one, EOSIO and EOS. In addition, there have been allegations of potential market manipulation by unknown parties during the token sale that have caused, and may continue to cause, negative media coverage about Block.one and Bullish. Such negative media coverage as well as any legal or regulatory proceedings concerning such allegations may adversely impact Bullish’s reputation, business, financial condition, cryptocurrency holdings, share price and ability to raise additional capital in the U.S.

The price of Bullish’s share price may be volatile.

The price of Bullish’s shares may fluctuate due to a variety of factors. Particularly, Bullish’s shares may be volatile due to (i) fluctuation in the price of digital assets carried on its balance sheet and (ii) fluctuation in revenue, which could be both positively and negatively affected by increased or decreased trading levels on the Bullish Exchange in response to variations in price.

In addition, Bullish’s shares may fluctuate due to other factors, including:

 

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the number of Bullish’s shares publicly owned and available for trading;

 

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overall performance of the equity markets or publicly-listed cryptocurrency trading platform companies;

 

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Bullish’s actual or anticipated operating performance and the operating performance of its competitors;

 

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changes in the projected operational and financial results Bullish provides to the public or its failure to meet those projections;

 

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failure of securities analysts to initiate or maintain coverage of Bullish, changes in financial estimates by any securities analysts who follow its company, or its failure to meet the estimates or the expectations of investors;

 

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any major change in the board of directors, management, or key personnel;

 

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rumors and market speculation involving Bullish, Block.one or other companies in the industry;

 

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•

announcements by Bullish or its competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments;

 

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changes in or losses of counterparty relationships considered important to support the business operations of Bullish;

 

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market perception about whether Bullish’s listing is successful;

 

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the impact of a securities or industry analysts issuing an adverse or unfavorable opinion regarding Bullish’s business or not publishing research or publishing unfavorable research about its business; and

 

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other events or factors, including those discussed elsewhere in these risk factors, or those resulting from COVID-19, war, incidents of terrorism, or responses to these events.

If Bullish’s share price falls, it may not be able to successfully leverage its listed status to grow its business and operations, or attract additional capital investments in the future. This may adversely affect Bullish’s reputation, financial condition and business and its ability to attract and retain customers.

The prominence of being a publicly listed company operating a regulated exchange and consequent disclosure obligations may increase any adverse impact on Bullish’s reputation, its operations and ability to attract and retain customers.

Unlike a private company that is subject to less public attention and regulatory obligations, the prominence of being a publicly listed company operating a regulated exchange and consequent disclosure obligations may increase the impact of any financial and non-financial risks on Bullish. Bullish intends to market its product and services to its investors and therefore there may be an overlap between Bullish’s customer base and its investor base. If a material adverse event associated with Bullish occurs, Bullish’s reputation, its ability to attract and retain customers, its business operations and financial condition and share price may be more adversely impacted than that of a private company.

Bullish will indemnify the liabilities of its directors and officers and may incur additional operating costs and liability.

Bullish, as a Cayman Islands exempted company, may indemnify its directors or officers and that of members of the Bullish Group, except with regards to dishonesty, willful default or fraud. Bullish has or will enter into indemnification agreements with its and Bullish Group members’ directors and executive officers, pursuant to which Bullish may agree to indemnify its directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer. Bullish may also maintain directors’ and officers’ liability insurance policies. Bullish may therefore incur liability from the acts and omissions of its and Bullish Group members’ directors and officers.

Following the consummation of the Business Combination, Bullish will assume FPAC’s liabilities arising from facts or events on or before the Business Combination and Bullish expects to indemnify individuals who are FPAC’s directors and officers as of the date of the Business Combination in respect of such liabilities and maintain a directors’ and officers’ liability insurance policy. Bullish must use its commercially reasonable efforts to purchase (or allow FPAC to purchase) a tail insurance policy extending FPAC’s directors’ and officers’ indemnity insurance for six years (from the Closing of the Business Combination).

As a result, Bullish may incur additional liability due to the Business Combination and its indemnification obligation towards its, Bullish Group members and FPAC’s directors and officers as described above, which may negatively affect its results of operations. Any maintenance of directors’ and officers’ liability insurance policies will also result in additional costs for Bullish. Bullish expects that from being a public company and having requirements to comply with applicable rules and regulations will make it more expensive for it to obtain director

 

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and officer liability insurance, and Bullish may be required to incur substantially higher costs to obtain and maintain the same or similar coverage. These factors could also make it more difficult for Bullish to attract and retain qualified members of its board of directors and qualified executive officers.

Financial Risks

Bullish’s strategy and focus on delivering high-quality, regulated, easy-to-use, and secure cryptocurrency-related financial services may not maximize short-term or medium-term financial results.

Bullish has taken, and expects to continue to take, actions that it believes to be in the best interests of its potential customers and the long-term interests of its business, even if those actions do not necessarily maximize short-term or medium-term results. These may include expending significant managerial, technical, and legal efforts on complying with laws and regulations that are applicable to products and services and ensuring that products are secure. Bullish’s public and regulated status may also limit its ability to expand its product and services offerings or extend such offerings to certain markets and locations, which may result in Bullish missing material opportunities to generate revenue. Bullish also intends to focus on driving long-term engagement with customers through innovation and developing new products and technologies. These decisions may not be consistent with the short-term and medium-term expectations of Bullish’s shareholders and may not produce the long-term benefits that are expected, which could have an adverse effect on Bullish’s business, operating results, and financial condition.

Bullish expects its operating expenses to increase in the foreseeable future and may not be able to achieve profitability or achieve positive cash flow from operations on a consistent basis, if at all.

Bullish anticipates that its operating expenses will increase substantially in the foreseeable future as Bullish continues to hire additional employees, expand its sales and marketing efforts, develop additional products and services, and expand its international business. Moreover, Bullish expects to incur significant legal, accounting, advisory and other expenses, including substantially higher costs to obtain and maintain director and officer liability insurance, as a result of becoming a public company. This may prove more expensive than Bullish currently anticipates, and Bullish may not succeed in increasing its revenue sufficiently to offset these higher expenses. Bullish’s revenue growth may slow, or its revenue may decline for a number of other reasons, including reduced demand for its offerings, increased competition, increased cost of regulatory compliance, a decrease in the growth or size of the industry in which Bullish operates, or any failure to capitalize on growth opportunities. Any failure to increase its revenue could prevent Bullish from achieving profitability. Bullish cannot be certain that its business will be able to achieve profitability or achieve positive operating cash flow on any quarterly or annual basis. As the Bullish Treasury is primarily intended for providing liquidity on the Bullish Exchange, Bullish does not expect the Treasury to continuously provide additional working capital to cover Bullish’s operating expenses. If Bullish is unable to effectively manage these risks and difficulties as Bullish encounters them, its business, operating results, and financial condition may suffer.

Bullish’s operating results may significantly fluctuate due to the highly volatile nature of the cryptocurrency industry and factors outside of Bullish’s control.

The majority of Bullish’s proposed sources of revenue are dependent on digital assets and the broader digital asset industry. Due to the highly volatile nature of the digital asset industry and the prices of digital assets, Bullish’s operating results may fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader cryptocurrency industry. Bullish’s operating results may continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of its control, including:

 

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Bullish’s dependence on digital asset trading activity, including trading volume and the prevailing trading prices for digital assets, whose trading prices and volume can be highly volatile;

 

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the fluctuation of the value of cryptocurrencies and Bullish’s revenue due to market volatility;

 

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•

Bullish’s ability to attract, maintain, and grow a customer base and engage its future customers;

 

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Bullish’s ability to diversify and grow product and service offerings, generate revenue and remain competitive in a rapidly innovating and expanding industry;

 

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adding and removing of digital assets on the Bullish Exchange platform;

 

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the dominance of certain type of cryptocurrency such as bitcoin over other types of cryptocurrencies;

 

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pricing for Bullish’s products and services;

 

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the continued growth of the cryptocurrency investor community due to factors outside of Bullish’s control;

 

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investments Bullish makes in the development of products and services as well as technology offered to its partners, international expansion, and sales and marketing;

 

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Bullish’s ability to develop and maintain important counterparty and supplier service relationships;

 

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macroeconomic conditions;

 

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changes in the legislative or regulatory environment, or actions by governments or regulators, including fines, orders, or consent decrees;

 

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regulatory changes that impact Bullish’s ability to offer certain products or services;

 

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adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;

 

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the development and introduction of existing and new products and services by Bullish or its competitors;

 

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increases in operating expenses that Bullish expects to incur to grow and expand its operations and to remain competitive;

 

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system failure or outages, including with respect to the Bullish Exchange platform and third-party networks;

 

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failure of Bullish Exchange infrastructure to respond to network events such as forks or airdrops with respect to supported digital assets;

 

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breaches of security or privacy;

 

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inaccessibility of the Bullish Exchange platform due to its or third-party actions; and

 

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Bullish’s ability to attract and retain talent.

As a result of these factors, it is difficult for Bullish to forecast growth trends accurately and its business and future prospects are difficult to evaluate, particularly in the short term. In view of the rapidly evolving nature of Bullish’s business and the digital asset industry, period-to-period comparisons of Bullish’s operating results may not be meaningful, and shareholders should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in Bullish’s financial statements may be significantly different from historical or projected rates. Bullish’s operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result, the trading price of Bullish’s share price may increase or decrease significantly.

If the prices of digital assets and volume of transactions conducted on the Bullish Exchange platform declines, Bullish’s business, operating results and financial condition would be adversely affected.

Bullish expects to generate a substantial portion of its revenues from transaction fees and margin fees paid to it by customers in connection with trading of digital assets. Declines in the price, Trading Volume or market liquidity of digital assets may result in lower revenue from liquidity fees, transaction fees and margin fees in the future.

 

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The price, Trading Volume and market liquidity of digital assets across the market is subject to significant uncertainty and volatility, depending on a number of factors, including:

 

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market conditions for the digital assets;

 

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changes in liquidity, market-making volume and trading activities;

 

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trading activities on other digital asset platforms worldwide, many of which may be unregulated;

 

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investment and trading activities of highly active retail and institutional customers, speculators, arbitrageurs, miners and investors;

 

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the speed and rate at which digital assets are able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all;

 

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decreased customer and investor confidence in digital assets and digital asset platforms;

 

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negative publicity and events relating to digital assets;

 

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unpredictable social media coverage or “trending” of digital assets;

 

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the ability for digital assets to meet customer and investor demands;

 

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the functionality and utility of digital assets and their associated ecosystems and networks, including digital assets designed for use in various applications;

 

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impact of digital asset network events such as forks;

 

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consumer preferences and perceived value of digital assets and digital asset markets;

 

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increased competition from other payment services or other digital assets that exhibit better speed, security, scalability, or other characteristics;

 

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regulatory or legislative changes and updates affecting the digital assets;

 

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the characterization of digital assets and Bullish’s automated market maker system under the laws of various jurisdictions around the world;

 

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the maintenance, troubleshooting and development of the blockchain networks underlying digital assets, including by miners, validators and developers worldwide;

 

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the ability for digital asset networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;

 

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ongoing technological viability and security of digital assets and their associated smart contracts, applications and networks, including actual or perceived threats and vulnerabilities against cyberattacks and scalability;

 

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fees and speed associated with processing digital asset transactions, including on the underlying blockchain networks and on digital asset platforms;

 

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financial strength of market participants;

 

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the availability and cost of funding and capital;

 

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the liquidity of digital asset platforms;

 

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interruptions in service from or failures of major digital asset platforms;

 

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availability of an active derivatives market for various digital assets;

 

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availability of banking, payment and custody services to support projects in connection with digital assets;

 

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level of interest rates and inflation;

 

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•

monetary policies of governments, trade restrictions and fiat currency devaluations; and

 

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national and international economic and political conditions.

There is no assurance that any supported digital asset will maintain its value or that there will be meaningful levels of trading activities. In the event that the price of digital assets or the demand for trading digital assets decline, Bullish’s business, operating results and financial condition would be adversely affected.

A significant amount of the Trading Volume on the Bullish Exchange platform may come from a relatively small number of customers, and the loss of these customers, or a reduction in their Trading Volume, could have an adverse effect on Bullish’s business, operating results, and financial condition.

A relatively small number of institutional market makers, arbitrageurs and high-transaction volume customers may account for a significant amount of the Trading Volume on the Bullish Exchange and its net revenue. As a result, a loss of these customers, or a reduction in their Trading Volume, and the inability of Bullish to replace these customers with other customers, could have an adverse effect on Bullish’s business, operating results, and financial condition.

The value of digital assets on Bullish’s balance sheet may fluctuate significantly due to the highly volatile nature of digital asset markets. Similarly, fluctuations in fiat currency exchange rates could also have an adverse effect on the results of operations of Bullish.

The Bullish Treasury will deploy digital assets from its own significant balance sheet through the Liquidity Pools to provide liquidity on the Bullish Exchange. Due to the highly volatile nature of digital assets and the prices of digital assets, Bullish’s financial condition will fluctuate significantly in accordance with movements in the digital asset market. The Treasury is expected to hold bitcoin, Ether, EOS, specific stablecoins and U.S. dollars. Since bitcoin will account for a significant portion of the digital assets held by the Treasury, the volatility of bitcoin will significantly impact on the value of digital assets on Bullish’s balance sheet.

The table below provides based on 30 day average price movements the impact to the value of digital assets as of June 30, 2021:

 

Type of Digital Asset		Quantity (‘000)				Price (US$’000)				Value of Digital Assets (US$ million)				30d average price movements				Price adjustment upwards upon 30d average price movement (US$’000)				Impact to Digital Assets on balance sheet upon price upwards movements (US$ million)				Price adjustement downwards upon 30d average price movement (US$’000)				Impact to Digital Assets on balance sheet upon price downwards movements (US$ million)
BTC			142				35				4,974				23.66	%			43				1,177				27				(1,177	)
EOS			20,200				0.004				84				23.06	%			0.005				19				0.003				(19	)
Total											5,058												1,196								(1,196	)

In addition, fluctuations in fiat currency exchange rates could also have an adverse effect on the results of operations of Bullish. Revenue generated and expenses incurred from Bullish’s international operations may be denominated in the currencies of the local countries. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect Bullish’s revenue and operating results reflected in Bullish’s U.S. dollar-denominated financial statements

Bullish may not be able to effectively manage its growth, particularly in relation to the scaling of operations while maintaining effective control of operations, processes and technology.

As Bullish grows its business, its employee headcount and the scope and complexity of its business may increase dramatically. Consequently, if Bullish’s business grows at a rapid pace, it may experience difficulties

 

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