Aaquaverse Pte Ltd: Moratoria Extension & Scheme of Arrangement Prospects

The Singapore High Court dismissed applications by Aaquaverse Pte Ltd, Aaqua BV, Aaqua Pte Ltd, and Aaqua Inc, companies in the Aaqua Group, for an extension of moratoria under sections 64 and 65 of the Insolvency, Restructuring and Dissolution Act 2018. The court, presided over by Justice Aedit Abdullah, found that the applicants failed to demonstrate a reasonable prospect of the proposed scheme of arrangement working, particularly concerning the reliance on a future award from an English court and the valuation of the Aaqua App's intellectual property. The decision was made on 10 November 2022, 19 January 2023 and 10 February 2023.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Applications for extension of moratoria under sections 64 and 65 of the Insolvency, Restructuring and Dissolution Act 2018 were dismissed.

1.3 Case Type

Insolvency

1.4 Judgment Type

Brief Remarks

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court dismissed Aaquaverse Pte Ltd's application for moratoria extension, citing a lack of reasonable prospect of the proposed scheme of arrangement working.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Aaquaverse Pte LtdApplicantCorporationApplication DismissedDismissed
Aaqua BVApplicantCorporationApplication DismissedDismissed
Aaqua Pte LtdApplicantCorporationApplication DismissedDismissed
Aaqua IncApplicantCorporationApplication DismissedDismissed
Candy Ventures SarlOtherCorporationNot AddressedNeutral

3. Judges

Judge NameTitleDelivered Judgment
Aedit AbdullahJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Han Guangyuan KeithOon & Bazul LLP
Ammani MathivananOon & Bazul LLP
Tan Mei YenOon & Bazul LLP
Samuel Richard SharpeSharpe & Jagger LLC

4. Facts

  1. The Aaqua Group is a Singapore-based start-up creating the social media platform “Aaqua”.
  2. The Scheme proposed pooling all assets and liabilities of the Aaqua Group in Aaquaverse Pte Ltd.
  3. The Scheme contemplated a substantial sum from the English courts following a Damages Inquiry.
  4. The applicants expected the sum from the Damages Inquiry would pay all Scheme creditors in full.
  5. The assets comprised intellectual property in the Aaqua App and shares in Audioboom.
  6. The IP valuation of the Aaqua App seemed rather optimistic to the court.
  7. The Aaqua App had not been brought to market.

5. Formal Citations

  1. Re Aaquaverse Pte Ltd and other matters, , [2023] SGHC 29

6. Timeline

DateEvent
Robert Bonnier’s affidavit filed
Applicant’s Written Submissions dated
Hearing regarding the Scheme
Short extension of the moratoria granted
Power Michael Declan’s affidavit dated
Applicant’s Further Written Submissions dated
Hearing regarding further extension of the moratoria
Applications for extension of moratoria dismissed

7. Legal Issues

  1. Extension of Moratoria
    • Outcome: The court dismissed the applications for extension of moratoria.
    • Category: Procedural
    • Related Cases:
      • [2016] SGHC 210
      • [2015] SGHC 322
  2. Reasonable Prospect of Scheme Working
    • Outcome: The court found that the applicants failed to demonstrate a reasonable prospect of the scheme working.
    • Category: Substantive
    • Related Cases:
      • [2016] SGHC 210
  3. Bona Fides of Application
    • Outcome: The court noted shortcomings that pointed to a lack of bona fides in the application.
    • Category: Substantive

8. Remedies Sought

  1. Extension of Moratoria

9. Cause of Actions

  • No cause of actions

10. Practice Areas

  • Insolvency
  • Corporate Restructuring

11. Industries

  • Technology
  • Social Media

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Re Pacific Andes Resources Development Ltd and other mattersHigh CourtYes[2016] SGHC 210SingaporeCited for the requirement that there be a reasonable prospect of the scheme working for an extension of moratoria.
Re Conchubar Aromatics Ltd and other mattersHigh CourtYes[2015] SGHC 322SingaporeCited for the test requiring a reasonable prospect of the scheme working and being acceptable to the general run of the creditors.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Insolvency, Restructuring and Dissolution Act 2018Singapore
Section 64 of the Insolvency, Restructuring and Dissolution Act 2018Singapore
Section 65 of the Insolvency, Restructuring and Dissolution Act 2018Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Scheme of Arrangement
  • Moratoria
  • Aaqua App
  • Damages Inquiry
  • Insolvency
  • Restructuring
  • Reasonable Prospect
  • Bona Fides

15.2 Keywords

  • Insolvency
  • Restructuring
  • Moratorium
  • Scheme of Arrangement
  • Aaquaverse
  • Aaqua
  • Singapore
  • High Court

17. Areas of Law

Area NameRelevance Score
Insolvency Law90
Restructuring and Dissolution90
Moratorium80
Schemes of Arrangement70
Company Law60
Contract Law30

16. Subjects

  • Insolvency
  • Restructuring
  • Schemes of Arrangement
  • Corporate Law