As filed with the Securities and Exchange
Commission on November 20, 2019.
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIV
Capital Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction of incorporation or organization)
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6770
(Primary Standard Industrial Classification Code Number)
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N/A
(I.R.S. Employer
Identification Number)
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Torre Virreyes
Pedregal No. 24, Piso 6-601
Col. Molino del Rey
México, CDMX, C.P. 11040
Telephone: +52 55 1100 2470
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Alex Rossi, Chairman
LIV Capital Acquisition Corp.
c/o LIV Capital
Torre Virreyes
Pedregal No. 24, Piso 6-601
Col. Molino del Rey
México, CDMX, C.P. 11040
Telephone: +52 55 1100 2470
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Derek J. Dostal
Deanna L. Kirkpatrick
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000
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David Alan Miller
Jeffrey M. Gallant
Graubard Miller
405 Lexington Avenue, 11th Floor
New York, NY 10174
Telephone: (212) 818-8800
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Approximate date of commencement of proposed
sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Security
Being Registered
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Amount Being
Registered
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Proposed Maximum
Offering Price
per Security(1)
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Proposed Maximum
Aggregate Offering
Price(1)
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Amount of
Registration Fee
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one redeemable warrant(2)
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6,900,000 Units
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$10.00
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$69,000,000
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$8,957
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Class A ordinary shares included as part of the units(3)
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6,900,000 Shares
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—
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—
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—(4)
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Redeemable warrants included as part of the units(3)
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6,900,000 Warrants
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—
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—
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—(4)
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Total
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$69,000,000
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$8,957
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(1)
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Estimated solely for the purpose of calculating the registration fee.
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(2)
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Includes 900,000 units, consisting of 900,000 Class A ordinary shares and 900,000 warrants, which may be issued upon exercise
of a 45-day option granted to the underwriters to cover over-allotments, if any.
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(3)
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Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to
prevent dilution resulting from share splits, share dividends or similar transactions.
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(4)
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No fee pursuant to Rule 457(g).
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The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete
and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission
is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION,
DATED NOVEMBER 20, 2019
PRELIMINARY PROSPECTUS
$60,000,000
LIV Capital
Acquisition Corp.
6,000,000 Units
LIV Capital Acquisition Corp. is a blank check company formed
for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities, which we refer to as a “target business.”
Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region although
we intend to focus our search on Mexican target businesses (or non-Mexican target businesses with a significant presence in Mexico).
We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or
indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to
such a transaction. If we are unable to consummate an initial business combination within 21 months from the closing of this offering,
we will redeem 100% of the public shares for a pro rata portion of the trust account, equal to the aggregate amount then on deposit
in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay
our taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares,
subject to applicable law and as further described herein.
This is an initial public offering of our securities. Each unit
that we are offering has a price of $10.00 and consists of one Class A ordinary share and one warrant. Each warrant entitles the
holder to purchase one Class A ordinary share at a price of $11.50 per share. Each warrant will become exercisable on the later
of 30 days after the completion of an initial business combination or 12 months from the closing of this offering and will expire
on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption or liquidation. We have
granted the underwriters a 45-day option to purchase up to an additional 900,000 units to cover over-allotments, if any.
LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted
limited partnership, which we refer to throughout this prospectus as our “sponsor,” has committed that it will purchase
from us an aggregate of 2,350,000 warrants, or “private warrants,” at $1.00 per warrant for a total purchase price
of $2,350,000 in a private placement that will occur simultaneously with the consummation of this offering. Our sponsor has also
agreed that if the over-allotment option is exercised by the underwriters in full or in part, it will purchase from us additional
private warrants on a pro rata basis (up to a maximum of 202,500 private warrants at a price of $1.00 per warrant) in an amount
that is necessary to maintain in the trust account $10.00 per unit sold to the public in this offering. These additional private
warrants will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the
exercise of the over-allotment option. The private warrants are identical to the warrants sold in this offering, subject to certain
limited exceptions as described in this prospectus.
Our sponsor currently holds 1,725,000 Class B ordinary shares
(which we refer to as “founders shares,” as further described herein), up to 225,000 of which are subject to forfeiture
by our sponsor depending on the extent to which the underwriter’s over-allotment option is exercised. Holders of Class A
ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by our shareholders,
except as required by law; provided that, prior to our initial business combination, only holders of our Class B ordinary shares
will have the right to vote on the election of directors, and holders of a majority of our Class B ordinary shares may remove a
member of the board of directors for any reason. With respect to any other matter submitted to a vote of our shareholders, including
any vote in connection with our initial business combination, except as required by law, holders of Class A ordinary shares and
holders of Class B ordinary shares will vote together as a single class. The Class B ordinary shares held by our initial shareholders
will automatically convert into Class A ordinary shares on the completion of our initial business combination on a one-for-one
basis, subject to adjustment as provided herein.
There is presently no public market for our
units, ordinary shares or warrants. We have applied to have our units listed on the Nasdaq Capital Market, or Nasdaq,
under the symbol “LIVKU” on or promptly after the date of this prospectus. The Class A ordinary shares and
warrants comprising the units will begin separate trading on the 90th day following the date of this prospectus unless
EarlyBirdCapital, Inc, the representative of the underwriters, informs us of its decision to allow earlier separate trading,
subject to our filing a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of
the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. We cannot
guarantee that our securities will be approved for listing. Once the securities comprising the units begin separate trading,
the Class A ordinary shares and warrants will be traded on Nasdaq under the symbols “LIVK” and
“LIVKW,” respectively.
We are an “emerging growth company” as defined in
the Jumpstart Our Business Startups Act and will therefore be subject to reduced public company reporting requirements.
Investing in our securities involves a high degree of risk.
See “Risk Factors” beginning on page 23 of this prospectus for a discussion of information that should be considered
in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
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Per Unit
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Total
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Public offering price
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$
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10.000
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$
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60,000,000
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Underwriting discounts and commissions(1)
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$
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0.225
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$
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1,350,000
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Proceeds, before expenses, to us
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$
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9.775
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$
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58,650,000
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__________________
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(1)
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The underwriters have received and will receive compensation in addition to the underwriting discount, including 60,000 Class
B ordinary shares, which we refer to herein as the “representative shares.” See “Underwriting” for further
information relating to the underwriting compensation we will pay in this offering.
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Upon consummation of the offering, an aggregate of $60,000,000
(or $69,000,000 if the over-allotment option is exercised in full) or $10.00 per unit sold to the public in this offering will
be deposited into a United States-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of a business
combination and our redemption of our public shares.
The underwriters are offering the units on a firm commitment
basis. The underwriters expect to deliver the units to purchasers on or about , 2019.
Sole Book-Running Manager
EarlyBirdCapital, Inc.
,
2019
table
of contents
Page
We are responsible for the information contained in this prospectus.
We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus.
We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.
TRADEMARKS
This prospectus contains references to trademarks and service
marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear
without the ® or ™ symbols, but such references are not intended to indicate, in any way, that
the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names.
We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship
with, or endorsement or sponsorship of us by, any other companies.
Summary
This summary only highlights the more detailed information
appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under “Risk
Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.
Unless otherwise stated in this prospectus or the context
otherwise requires, references to:
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“we,” “us,” “our,” “company” or “our company” are to LIV Capital
Acquisition Corp., a Cayman Islands exempted company;
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“amended and restated memorandum and articles of association” are to our memorandum and articles of association
to be in effect upon completion of this offering;
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“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;
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“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;
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“Companies Law” are to the Companies Law (2018 Revision) of the Cayman Islands as the same may be amended from
time to time;
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“directors” are to our current directors and director nominees;
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“founders shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement
prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary
shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public
shares”);
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“initial shareholders”
are to our sponsor and other holders of our founders shares prior to this offering (including 25,000 founders shares our sponsor
intends to transfer to our initial independent director at or prior to closing of this offering), but excludes EarlyBirdCapital,
Inc. in respect of the representative shares held by it;
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“letter agreement” refers to the letter agreement entered into between us and our initial shareholders, directors
and officers on or prior to the date of this prospectus, the form of which is filed as an exhibit to the registration statement
of which this prospectus forms a part;
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“management” or our “management team” are to our officers and directors and any other advisors described
in the “Management” section of this prospectus;
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“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
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“private warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the
closing of this offering;
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“public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they
are purchased in this offering or thereafter in the open market);
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“public shareholders” are to the holders of our public shares, including our sponsor, officers and directors
to the extent our sponsor, officers or directors purchase public shares, provided their status as a “public shareholder”
shall only exist with respect to such public shares;
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“representative shares” are to the 60,000 Class B ordinary shares that we have issued to EarlyBirdCapital, Inc.
(and/or its designees), which representative shares will automatically convert into Class A ordinary shares at the time of our
initial business combination;
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“sponsor” are to LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership;
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“warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased
in this offering or thereafter in the open market) and the private warrants; and
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“$,” “US$” and “U.S. dollar” each refer to the United States dollar.
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Any conversion of the Class B ordinary shares described in
this prospectus will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter
of Cayman Islands law. All references in this prospectus to shares of the Company being forfeited shall take effect as surrenders
for no consideration of such shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take
effect as a share capitalization as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus
assumes that the underwriters will not exercise the over-allotment option and the resulting forfeiture by our sponsor of 225,000
founders shares.
General
We are a newly incorporated blank check company incorporated
as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus
as our initial business combination. To date, our efforts have been limited to organizational activities and activities related
to this offering. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated
any substantive discussions, directly or indirectly, with any business combination target.
Our sponsor is an affiliate of LIV Capital, a private investment
firm founded in 2000 in order to make equity investments in high-growth businesses in Mexico or with a significant presence in
that country. LIV Capital has a deep history of successfully realizing returns on equity investments in a range of Mexican sectors
and companies and investing in various phases of growth and maturity. As a result, LIV Capital has established itself as one of
the main investment advisers in the country, raising several institutional funds. Throughout its almost twenty years, LIV Capital
has raised, administered and invested in six funds, focusing on Mexican companies and/or companies with a significant presence
in Mexico. Humberto Zesati, Alexander R. Rossi and Miguel Ángel Dávila, whom we refer to as our “LIV Capital
Directors,” have substantial experience and expertise in the Mexican corporate market where they have served as investors,
operators, administrators and advisors. Collectively, our LIV Capital Directors have made private equity investments in more than
20 companies and have transactional experience in more than 35 Mexican companies and 100 Latin American and U.S. companies. Together,
our LIV Capital Directors have more than 90 years of professional experience.
While we may pursue a business combination target in any business,
industry or geographical location, we intend to focus our search on Mexican target businesses (or non-Mexican target businesses
with a significant presence in Mexico). We intend to identify and acquire a business that could benefit from leveraging our extensive
operational, capital markets and investment management experience in the Mexican and Latin American markets and that presents the
potential for an attractive risk-adjusted return profile under our management. We will seek to capitalize on Mexico’s growing
and underinvested sectors, by seeking to meet the capital needs of high potential middle-market companies that are well positioned
in the competitive local and regional landscape and that have the potential to thrive as public businesses. LIV Capital has a dedicated
operations team that initially assists in due diligence processes and oversees the onboarding of new investments, negotiates with
management teams, assess key valuation metrics and develops initiatives to enhance the performance of the invested companies. We
anticipate utilizing LIV Capital's platform to provide us with access to its team, deal prospects and network, along with any necessary
resources to aid in the identification, diligence and operational support of a target for our initial business combination.
Mexico currently represents an attractive investment destination,
underpinned by stable macroeconomic fundamentals. The country’s US$2.5 trillion economy as of 2018 is globally integrated,
with approximately 90% of trade flowing through free trade agreements with 46 countries. From an economic growth perspective, Mexico
has delivered consistent results, with positive growth in gross domestic product since 2010. Despite lower oil prices, weak growth
in global trade volumes and political uncertainties stemming from the global spread of populist policies, we expect growth to continue
in the years ahead. The uncertainties surrounding the end of the North American Free Trade Agreement have subsided substantially
as a new treaty called the United States-Mexico-Canada Agreement has been signed by the presidents of the three countries, ratified
by Mexico and is soon expected to replace the North American Free Trade Agreement. While the new trade agreement is pending approval
by the legislative branches of Canada and the United States, this recent development is likely to reaffirm Mexico’s position
as a significant export-oriented manufacturing country and an important supply chain hub for industries ranging from automobiles,
to oil & gas and to medical devices. Mexico’s commitment to drive economic growth through global trade is further evidenced
by the signing and ratification of the Comprehensive and Progressive Agreement for Trans-Pacific Partnership, whose 11 signatories
represent approximately 13.5% of global gross domestic product.
Our LIV Capital Directors share a long collaboration history,
having worked together for approximately 21 years. Since its formation in early 2000, LIV Capital has raised six funds totaling
$375 million in committed capital, which includes equity funds focused on investing in growth stage companies and a venture capital
fund. LIV Capital has become an institutionalized platform with the direction and leadership of our LIV Capital Directors, as well
as with the support of highly qualified internal investment, finance, legal, investor relations and support teams, that are integral
to the platform’s success.
Notwithstanding the foregoing, the past performance of our LIV
Capital Directors and other members of our management team is not a guarantee that we will be able to identify a suitable candidate
for our initial business combination or of success with respect to any business combination we may consummate. You should not rely
on the historical record of our management’s performance as indicative of our future performance.
Target Business Focus
We intend to focus our search on Mexican target businesses (or
non-Mexican target businesses with a significant presence in Mexico). However, we are not limited to companies in this geographic
area. We believe that there is a rich opportunity to focus on many Mexican growth-stage businesses that have limited access to
credit or other capital sources, and that have high-growth prospects and proven business models and are led by qualified entrepreneurs
and/or strong management teams that focus on value creation. This, we believe, will in turn result in the potential for attractive
entry valuations and a favorable investment climate for providers of intelligent capital. Mexico is an emerging economy with high
rates of growth projected for innovative businesses and relatively scarce equity financing available. We intend to capitalize on
this unfulfilled equity demand.
Mexico has established operators seeking access to capital and
managerial expertise. We intend to leverage our team’s collective managerial, operational, financial and transactional expertise
to build a strong business with competitive advantages to emerge as a leading public company.
We believe that many companies will need a partner that can
assist in providing a level of operational and financial expertise to support their growth. Our team includes a variety of professionals
who will assist a target business access the public markets. Our team consists of professionals who have decades of experience
in capital markets globally.
In addition, we intend to provide not only specific operating
expertise, but also strategic, marketing and planning guidance in conjunction with high-level access to relevant industry players.
We will seek to play an active role in the institutionalization of the target company, not only in terms of corporate governance
and information compliance, but also in strengthening management capacity by leading the selection of key individuals that complement
the skills of existing teams. Further, we believe that through our extensive networks and recognized position in the industry,
we will also help foster new sales, suppliers and strategic relationship opportunities, including joint ventures, acquisitions
and other partnerships that represent significant value creation opportunities for the target company.
Our acquisition plan is to utilize our management team’s
networks of potential transaction sources where we believe a combination of our management team’s relationships, knowledge
and experience could affect a positive transformation or augmentation of existing businesses or assets. Over the course of their
careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe
will serve as a useful source of acquisition opportunities. We plan to leverage relationships with management teams of public and
private companies, investment professionals at private equity firms and other financial sponsors, institutional investors, development
banks, owners of private businesses, investment bankers, restructuring advisers, consultants, attorneys and accountants, which
we believe should provide us with numerous business combination opportunities.
Following the completion of this offering, the members of our
management team plan to communicate with their networks of relationships to articulate the parameters for our search for a target
business and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads.
Notwithstanding the foregoing, effecting a business combination
with a company located in Mexico, or another jurisdiction outside of the United States, could subject us to a variety of additional
risks that may negatively impact our operations. See the risk factor titled “If we effect a business combination with
a company located in Mexico or outside of the United States, we would be subject to a variety of additional risks that may negatively
impact our operations” for more information on the risks attendant to acquiring a target business. Furthermore, if we
determine to acquire a target business located outside of Mexico, the positive aspects of consummating a business combination in
Mexico would not be applicable to our business going forward.
Acquisition Criteria
Consistent with our business strategy, we have identified the
following general, non-exclusive criteria and guidelines that we believe are important in evaluating prospective targets for our
initial business combination. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide
to enter into our initial business combination with a target that does not meet one or more of these criteria and guidelines. We
expect to weigh potential upside from growth in the target business and an improved capital structure against any identified downside
risks. We intend to focus on target businesses that we believe:
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have the potential to further improve their performance from an active “hands-on” role in strategic, operational
and financial direction. We intend to look for targets that have clear opportunities for long-term sustainable growth that
may benefit from our transactional, financial, managerial and investment expertise as well as our extensive networks and insights.
We believe our management team has the skills and capabilities to enhance companies’ results and intend to develop greater
managerial depth and sophistication, facilitate new commercial opportunities and work closely with management in designing and
executing growth strategies;
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have a proven business model with consistent operational performance. We expect to target a business that has significant
commercial traction, robust growth potential and has historically exhibited profitability or has a clear path towards profitability;
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have top-tier proven executive management teams. We intend to seek a target that has an experienced managerial group
with a clear vision about how to grow their company based on a successful track record of achieving a relevant market position
in their industry;
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exhibit institutional-level operations and financial controls. We intend to seek a target that has the underlying infrastructure
and operations to build a public platform;
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have durable competitive advantages that are differentiated in the sector. We intend to acquire an asset that not only
benefits from secular tailwinds in its respective industry, but also exhibit hard-to-replicate competitive advantages amongst its
peers;
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may benefit from capital markets access. We intend to seek a target that may benefit from being, or has the potential
to become, a public company with an increased public profile, enhanced corporate governance and increased access to a more diversified
pool of capital; and
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exhibit unrecognized value and desirable returns on capital. We intend to look for targets that we believe have been
undervalued by the marketplace based on our analysis and due diligence review.
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These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria
and guidelines as well as other considerations, factors and criteria that our management may deem relevant. We believe our management
team’s extensive contacts, broad industry knowledge and highly regarded experience will yield a robust deal flow from which
we may select a target. We will seek to acquire the target on terms and in a manner that leverages our management team’s
experience. The potential upside from growth in the target business and an improved capital structure will be weighed against any
identified downside risks designed to balance value creation with capital preservation. In the event that we decide to enter into
our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose
that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial
business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials
that we would file with the SEC.
Effecting a Business Combination
We will either (1) seek shareholder approval of our initial
business combination at a meeting called for such purpose at which shareholders may seek to convert their shares, regardless of
whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the
aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our shareholders with the opportunity
to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to
their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject
to the limitations described herein. The decision as to whether we will seek shareholder approval of our proposed business combination
or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based
on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require
us to seek shareholder approval. If we decide to allow shareholders to sell their shares to us in a tender offer, we will file
tender offer documents with the SEC which will contain substantially the same financial and other information about the initial
business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only
if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek shareholder approval, a majority of
the outstanding ordinary shares voted are voted in favor of the business combination.
We will have up to 21 months from the closing of this offering
to consummate an initial business combination. If we are unable to consummate an initial business combination within such time
period, we will redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, equal
to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and
not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate.
We expect the pro rata redemption price to be approximately $10.00 per Class A ordinary share (regardless of whether or not the
underwriters exercise their over-allotment option), without taking into account any interest earned on such funds. However, we
cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority
over the claims of our public shareholders.
Nasdaq listing rules require that our initial business combination
occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in
the trust account (excluding taxes payable on the income earned on the trust account) at the time of the agreement to enter into
the initial business combination. The fair market value of the target or targets will be determined by our board of directors based
upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow
and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have
discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree
of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market
value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed
transaction will provide public shareholders with our analysis of the fair market value of the target business, as well as the
basis for our determinations. If our board is not independently able to determine the fair market value of the target business
or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly
renders valuation opinions, with respect to the satisfaction of such criteria.
We currently anticipate structuring a business combination to
acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business
combination where we merge directly with the target business or a newly formed subsidiary or where we acquire less than 100% of
such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders
or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50%
or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act of
1940, as amended, or the Investment Company Act. Even if the
post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business
combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target
and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number
of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire a 100% controlling
interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately
prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business
combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the
post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes
of the 80% fair market value test. If our initial business combination involves more than one target business, the 80% fair market
value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then
listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.
Prior to the effectiveness of the registration statement of
which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our
securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject
to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our
reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Potential Conflicts
Members
of our management team will directly or indirectly own ordinary shares, or other instruments, such as warrants, linked to our
ordinary shares, following this offering and, accordingly, may have a
conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our
initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.
Our officers and directors have agreed
to present to us all target business opportunities that have a fair market value of at least 80% of the assets held in the trust
account (excluding taxes payable on the income accrued in the trust account), subject to any pre-existing fiduciary or contractual
obligations. As more fully discussed in “Management — Conflicts of Interest,” if any of our officers or directors
becomes aware of an initial business combination opportunity that may be attractive to any entity to which he has pre-existing
fiduciary or contractual obligations, he will be required to present such initial business combination opportunity to such entity
prior to presenting such initial business combination opportunity to us. Certain of our officers and directors currently have certain
relevant pre-existing fiduciary duties or contractual obligations. Accordingly, they will be required to present all suitable business
combination opportunities to such entities prior to presenting them to our company for consideration. For more information on the
relevant pre-existing fiduciary duties or contractual obligations of our management team, see the section titled “Management
— Conflicts of Interest.”
JOBS Act and Other Corporate Information
We are an emerging growth company as defined in the Jumpstart
Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act) and will remain such for up to five years. However,
if our annual gross revenue is $1.07 billion or more, if our non-convertible debt issued within a three year period exceeds $1
billion or the market value of our ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the
second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year.
As an emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new
or revised accounting standards.
Exempted companies are Cayman Islands companies wishing to conduct
business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As
an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance
with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the
undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations
shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which
is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations
or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us
to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are a Cayman Islands exempted company incorporated in October
2019. Our executive offices are located at Torre Virreyes, Pedregal No. 24, Piso 6-601, Col. Molino del Rey, México, CDMX,
C.P. 11040 and our telephone number is +52 55 1100 2470.
Private Placements
In October 2019, our initial shareholders
purchased an aggregate of 1,725,000 Class B ordinary shares, which we refer to throughout this prospectus as the “founders
shares,” for an aggregate purchase price of $25,000, or approximately $0.0145 per share. The founders shares held by our
initial stockholders includes an aggregate of up to 225,000 shares subject to forfeiture to the extent that the underwriters’
over-allotment option is not exercised in full or in part, so that our initial stockholders will own 20.0% of our issued and outstanding
shares after this offering (not including the representative shares and assuming the initial stockholders do not purchase units
in this offering).
We have also issued to EarlyBirdCapital,
Inc. and its designees an aggregate of 60,000 Class B ordinary shares,
which we refer to throughout this prospectus as the “representative shares.” The representative shares will automatically
convert into Class A ordinary shares upon completion of our initial business combination. The representative shares are deemed
to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. See the section titled “Underwriting”
for further information related to these arrangements.
In addition, our sponsor has committed
that it will purchase from us an aggregate of 2,350,000 private warrants at $1.00 per warrant for a total purchase price of $2,350,000
in a private placement that will occur simultaneously with the consummation of this offering. Our sponsor has also agreed that
if the over-allotment option is exercised by the underwriters in full or in part, it will purchase from us additional private warrants
on a pro rata basis (up to a maximum of 202,500 private warrants at a price of $1.00 per warrant) in an amount that is necessary
to maintain in the trust account $10.00 per unit sold to the public in this offering. These additional private warrants will be
purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment
option. The private warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described
in this prospectus. The proceeds from the private placement of the private warrants will be added to the proceeds of this offering
and placed in a United States-based trust account maintained by Continental Stock Transfer & Trust Company, as trustee. If
we do not complete an initial business combination within 21 months from the closing of this offering, the proceeds from the sale
of the private warrants will be included in the liquidating distribution to our public stockholders and the private warrants will
be worthless.
The Offering
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Securities offered
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6,000,000 units, at $10.00 per unit, each unit consisting of one Class A ordinary share and one warrant, each warrant to purchase one Class A ordinary share.
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Listing of our securities and symbols
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We anticipate that the units, and the Class A ordinary shares and warrants once they begin separate trading, will be listed on Nasdaq under the symbols “LIVKU ,” “LIVK” and “LIVKW,” respectively.
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Trading commencement and separation of Class A ordinary shares and warrants
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The units will begin trading on or promptly after
the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 90th
day following the date of this prospectus unless EarlyBirdCapital, Inc. informs us of its decision to allow earlier separate trading,
subject to our having filed the Current Report on Form 8-K described below and having issued a press release and filed a Current
Report on Form 8-K announcing when such separate trading will begin.
Once the Class A ordinary shares and warrants commence
separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders
will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants.
In no event will the Class A ordinary shares and warrants
be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting
our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the
closing of this offering, which is anticipated to take place on the second business day after the date the units commence trading.
If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K,
a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of
the underwriters’ over-allotment option. We will also include the Form 8-K, or amendment thereto, or in a subsequent Form
8-K, information indicating if EarlyBirdCapital, Inc. has allowed separate trading of the Class A ordinary shares and warrants
prior to the 90th day after the date of this prospectus.
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Units
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Number outstanding before this offering
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0 units
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Number outstanding after this offering
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6,000,000 units
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Ordinary shares:
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Number outstanding before this offering
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1,785,000 shares[1]
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Number to be outstanding after this offering
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7,560,000 shares[2]
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Warrants:
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Number outstanding before this offering
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0 warrants
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Number to be sold in private placement
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2,350,000 warrants
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Number to be outstanding after this offering and private placement
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8,350,000 warrants
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Exercisability
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Each warrant is exercisable for one ordinary share at a price of $11.50 per share. The warrants will become exercisable on the later of 30 days after the completion of an initial business combination and 12 months from the date of this prospectus. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.
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Exercise price
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$11.50
per share, subject to adjustment as described herein. In addition, if (x) we issue additional ordinary shares or equity-linked
securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or
effective issue price of less than $9.20 per Class A ordinary share (with
such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such
issuance to our sponsor, initial shareholders or their affiliates, without taking into account any founders shares held by them
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination
on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading
price of our Class A ordinary shares during the 20 trading day
period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price and the $18.00 per share redemption trigger price
described below under “Redemption” will be adjusted (to the nearest cent) to be equal to 180% of the
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1
Represents 1,725,000 founders’ shares and 60,000 representative shares. The founders’ shares includes an aggregate
of up to 225,000 founders’ shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters
in full.
2
Assumes the over-allotment option has not been exercised and an aggregate of 225,000 founders’ shares have
been forfeited.
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greater of (i) the Market Value or (ii) the Newly
Issued Price.
No
warrants will be exercisable for cash unless we have an effective and current registration statement covering the Class
A ordinary shares issuable upon exercise of the warrants and a current
prospectus relating to such Class A ordinary shares. Notwithstanding
the foregoing, if a registration statement covering the Class A ordinary shares issuable
upon exercise of the warrants is not effective within 60 business days following the consummation of our initial business combination,
warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed
to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section
3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption,
or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.
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Redemption
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We
may redeem the outstanding warrants (excluding the private warrants, and any warrants underlying additional units issued to our
sponsor, officers, directors, initial shareholders or their affiliates in payment of working capital loans made to us) in whole
and not in part, at a price of $0.01 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’
prior written notice of redemption, if, and only if, (i) the last sales price of our Class A ordinary shares equals
or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations or as described
above under “Exercise price”) for any 20 trading days within a 30 trading day period commencing after the warrants
become exercisable and ending three business days before we send the notice of redemption; and (ii) there is a current registration
statement in effect with respect to the Class A ordinary shares underlying
such warrants.
If
the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant
prior to the scheduled redemption date. However, the price of the Class A ordinary shares may
fall below the $18.00 trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.
If we call the warrants for redemption as described
above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that
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number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A ordinary shares for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
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Securities purchased, or being purchased, by insiders and others in connection with this offering
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Our initial shareholders have purchased an aggregate
of 1,725,000 founders shares for an aggregate purchase price of $25,000, or approximately $0.0145 per share. The 1,725,000 founders
shares held by our initial shareholders includes an aggregate of up to 225,000 founders shares subject to forfeiture to the extent
that the over-allotment option is not exercised by the underwriters in full or in part. Our initial shareholders will be required
to forfeit only a number of Class B ordinary shares necessary to own 20.0% of our issued and outstanding ordinary shares after
giving effect to the offering and exercise, if any, of the underwriters’ over-allotment option (excluding any units they
may purchase in this offering and the representative shares). The founders shares are identical to the Class A ordinary shares
included in the units being sold in this offering.
We have also issued to EarlyBirdCapital, Inc. and
its designees an aggregate of 60,000 Class B representative shares. The representative shares will automatically convert into Class
A ordinary shares upon completion of our initial business combination.
Simultaneously with the consummation of this offering,
our sponsor has committed that it will purchase an aggregate of 2,350,000 private warrants at $1.00 per warrant for a total purchase
price of $2,350,000 pursuant to subscription agreements with us. Our sponsor has also agreed that if the over-allotment option
is exercised by the underwriters in full or in part, it will purchase from us additional private warrants on a pro rata basis (up
to a maximum of 202,500 private warrants at a price of $1.00 per warrant) in an amount that is necessary to maintain in the trust
account $10.00 per unit sold to the public in this offering. These additional private warrants will be purchased in a private placement
that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment option. The amounts
to be paid upon consummation of the private placement will be placed in an escrow account prior to the consummation of this offering.
The private warrants are identical to the warrants sold in this offering except that the private warrants: (i) will not be redeemable
by us and (ii) may be exercised for cash or on a cashless basis, as described in
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this prospectus, in each case so long as they are
held by the initial purchasers or any of their permitted transferees. If the private warrants are held by holders other than the
initial purchasers or any of their permitted transferees, the private warrants will be redeemable by us and exercisable by the
holders on the same basis as the warrants included in the units being sold in this offering.
Our initial shareholders, officers and directors,
and EarlyBirdCapital, Inc. have agreed (A) to vote the founders shares and representative shares in favor of any proposed business
combination, (B) not to convert any founders shares or representative shares in connection with a shareholder vote to approve a
proposed initial business combination or sell any private shares to us in a tender offer in connection with a proposed initial
business combination and (C) that the founders shares and representative shares shall not participate in any liquidating distribution
from our trust account upon winding up if a business combination is not consummated. In the event of a liquidation prior to our
initial business combination, the private warrants will likely be worthless.
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Restrictions on transfer of founders shares, private warrants and representative shares
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The founders shares will be subject to a lock-up agreement.
Subject to certain limited exceptions, these shares will not be transferred, assigned or sold (subject to certain limited exceptions)
for a period ending on the earlier of the one-year anniversary of the date of the consummation of our initial business combination
and the date on which the closing price of our Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share
splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following
150 days after the consummation of our initial business combination. The limited exceptions include transfers, assignments or sales
(i) to our or our sponsor’s officers, directors, consultants or their affiliates, (ii) to an entity’s members upon
its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution
upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the
consummation of our initial business combination, or (vii) in connection with the consummation of a business combination at prices
no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior
consent) where the transferee agrees to be bound by these transfer restrictions.
The purchasers of the private warrants have also agreed
not to transfer, assign or sell any of the private warrants (except in connection with the same limited exceptions that the founders
shares may be transferred as described
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above), until 30 days after the completion of our
initial business combination.
The holders of the representative shares have agreed
not to transfer, assign or sell any such shares without our prior consent until 30 days after the completion of our initial business
combination.
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Founders shares conversion and anti-dilution rights
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The founders shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which founders shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of this offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (net of redemptions), excluding the representative shares and any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private warrants issued to our sponsor, an affiliate of our sponsor or any of our officers or directors. Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt.
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Election of directors; voting rights
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Prior to our initial business combination, only holders of our founders shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to our initial business combination, holders of a majority of our founders shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With
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respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founders shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.
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Offering proceeds to be held in trust
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An aggregate of $10.00 per unit sold to the public
in this offering (regardless of whether or not the over-allotment option is exercised) will be placed in a United States-based
trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed
on the date of this prospectus. Except as set forth below, the proceeds held in the trust account will not be released until the
earlier of the completion of an initial business combination and our redemption of 100% of the outstanding public shares if we
have not completed a business combination in the required time period. Therefore, except as set forth below, unless and until an
initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses
related to this offering or expenses which we may incur related to the investigation and selection of a target business and the
negotiation of an agreement to acquire a target business.
Notwithstanding
the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that we
need to pay our income or other tax obligations, and, if applicable, up to $100,000 of interest to pay dissolution expenses
(which interest shall be net of taxes payable). Aside from these exceptions,
expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the
trust account (initially estimated to be $500,000). Additionally, in order to meet our working capital needs following the consummation
of this offering if the funds not held in the trust account are insufficient, our sponsor, officers, directors, initial shareholders
or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem
reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation
of our initial business combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may
be converted into warrants at a price of $1.00 per warrant. These warrants would be identical to the private warrants. In the event
that the initial business combination does not close, we may use a portion of the working capital held outside the trust account
to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.
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None of the warrants may be exercised until the later of 30 days after the consummation of a business combination or 12 months from the closing of this offering and, thus, after the proceeds of the trust account have been disbursed. Accordingly, the warrant exercise price will be paid directly to us and not placed in the trust account.
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Limited payments to insiders
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There will be no fees, reimbursements or other cash
payments paid to our sponsor, officers, directors, initial shareholders or their affiliates for any services they render prior
to, or in order to effectuate the consummation of, an initial business combination (regardless of the type of transaction that
it is) other than the following payments, none of which will be made from the proceeds of this offering held in the trust account
prior to the completion of our initial business combination:
· repayment
at the closing of this offering of an aggregate of $150,000 of non-interest bearing loans made by our sponsor;
· payment
of $10,000 per month to our sponsor or an affiliate thereof, for office space and related services;
· payment
of consulting, success or finder fees to our sponsor, officers, directors, initial shareholders or their affiliates in connection
with the consummation of our initial business combination;
· reimbursement
of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating
possible target businesses and business combinations; and
· repayment
of any future loans as described above which may be made by our sponsor or an affiliate of our sponsor or certain of our officers
and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such
loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender.
There is no limit on the amount of out-of-pocket expenses
reimbursable by us. Our audit committee will review and approve all reimbursements and payments made to our sponsor, officers,
directors, initial shareholders or our or their respective affiliates, with any interested director abstaining from such review
and approval.
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Shareholder approval of, or tender offer in connection with, initial business combination
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In connection with any proposed initial business combination, we will either (1) seek shareholder approval of such initial business combination at a meeting called for such purpose at which shareholders may seek to
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convert their shares, regardless of whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. If we determine to engage in a tender offer, such tender offer will be structured so that each shareholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. If we determine to allow shareholders to sell their shares to us in a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the business combination.
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We chose our net tangible asset threshold of $5,000,001
to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate
an initial business combination with a target business that imposes any type of working capital closing condition or requires us
to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, we may
need to have more than $5,000,001 in net tangible assets upon consummation and this may force us to seek third party financing
which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business
combination and we may not be able to locate another suitable target within the applicable time period, if at all.
Our initial shareholders and officers and directors
and their affiliates have agreed (i) to vote any shares owned by them in favor of any proposed business combination, (ii) not to
convert any shares in connection with a shareholder vote to approve a proposed initial business combination and (iii) not to sell
any shares to us in a
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tender offer in connection with any proposed business
combination.
None of our sponsor, initial shareholders, officers,
directors or their affiliates has indicated any intention to purchase units in this offering or any units or Class A ordinary shares
from persons in the open market or in private transactions. However, if we hold a meeting to approve a proposed business combination
and a significant number of shareholders vote, or indicate an intention to vote, against a proposed business combination, our sponsor,
initial shareholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions
in order to influence any vote held to approve a proposed initial business combination. Notwithstanding the foregoing, our officers,
directors, sponsor and their affiliates will not make purchases of Class A ordinary shares if the purchases would violate Section
9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.
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Conversion rights
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In connection with any shareholder meeting called
to approve a proposed initial business combination, each public shareholder will have the right, regardless of whether he is voting
for or against such proposed business combination or does not vote at all, to demand that we convert his, her or its shares into
a pro rata share of the trust account.
We may require public shareholders, whether they are
a record holder or hold their shares in “street name,” to either (i) physically tender their certificates to our transfer
agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) System, at the holder’s option, in each case prior to a date set forth in the tender offer documents or proxy
materials sent in connection with the proposal to approve the business combination. There is a nominal cost associated with this
tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically
charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder.
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Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote
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Notwithstanding the foregoing redemption rights,
if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide
that a public shareholder, together with any affiliate of such shareholder or any other person with whom such
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shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than
an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above
will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability
to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium
to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an
aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination
if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market
price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 15% of the shares sold
in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability
to complete our initial business combination, particularly in connection with a business combination with a target that requires
as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we would not be restricting our shareholders’
ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold
in this offering) for or against our initial business combination.
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Liquidation if no business combination
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If we are unable to complete an initial business combination by 21 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to us (less up to $100,000 of interest to pay liquidation expenses, and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Cayman Islands law to provide for
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claims of creditors and the requirements of
other applicable law. We cannot assure you that we will have funds sufficient to pay or provide for all creditors’
claims. Although we are required to have all third parties (including any vendors or other entities we engage after this
offering) and any prospective target businesses enter into agreements with us waiving any right, title, interest or claim of
any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There
is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against
the trust account for monies owed them. Our sponsor has agreed that it will be liable to ensure that the proceeds in the
trust account are not reduced below (1) $10.00 per share or (2) such lesser amount per share as of the date of the
liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which
may be withdrawn to pay taxes, by the claims of target businesses or claims of vendors or other entities that are owed
money by us for services rendered or contracted for or products sold to us. The agreement
entered into by our sponsor specifically provides for two exceptions to the indemnity it has given: it will have no
liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement
with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust
account, or (2) as to any claims for indemnification by the underwriters of this offering against certain liabilities,
including liabilities under the Securities Act. Marcum LLP, our independent registered public accounting firm, and the
underwriters of the offering, will not execute agreements with us waiving such claims to the monies held in the trust
account. We have not asked our sponsor to reserve for such indemnification obligations, nor have we independently
verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our
sponsor’s only assets are securities of our company. Therefore, we believe it is unlikely that our sponsor will be
able to satisfy its indemnification obligations if it is required to do so.
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The holders of the founders shares and representative
shares will not participate in any redemption distribution from our trust account with respect to such shares.
If we are unable to consummate an initial business
combination and we expend all of the net proceeds of this offering not deposited in the trust account, we expect that the initial
per-share redemption price will be approximately $10.00 (which is equal to the anticipated aggregate amount then on deposit in
the trust account excluding interest earned on the funds held in the trust account). The proceeds deposited in the trust account
could, however, become subject to claims of our creditors that are in preference to the claims of our shareholders. In addition,
if we are forced to file a bankruptcy case or an
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involuntary bankruptcy case is filed against us that
is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in
our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. Therefore,
we cannot assure you that the actual per-share redemption price will not be less than approximately $10.00.
We
will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account, and up to $100,000
of net interest from the trust account that may be released to us should we have no or insufficient working capital to fund the
costs and expenses of our dissolution and liquidation.
Our sponsor, initial shareholders, officers and directors
have agreed that they will not propose any amendment to our amended and restated memorandum and articles of association that would
affect our public shareholders’ ability to convert or sell their shares to us in connection with a business combination as
described herein or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
a business combination within 21 months from the closing of this offering unless we provide our public shareholders with the opportunity
to convert their Class A ordinary shares upon the approval of any such amendment at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including interest not previously released to us but net of franchise
and income taxes payable, divided by the number of then outstanding public shares. This redemption right shall apply in the event
of the approval of any such amendment, whether proposed by our sponsor, initial shareholders, executive officers, directors or
any other person.
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Risks
In making your decision on whether to invest in our securities,
you should take into account the special risks we face as a blank check company, as well as the fact that this offering is not
being conducted in compliance with Rule 419 promulgated under the Securities Act, and, therefore, you will not be entitled to protections
normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check
offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of Blank
Check Companies Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section
entitled “Risk Factors.”
Summary Financial Data
The following table summarizes the relevant financial data for
our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant
operations to date, so only balance sheet data is presented.
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Balance Sheet Data:
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As of
October 9,
2019
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Working capital (deficiency)
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$
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(65,741
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Total assets
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100,869
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Total liabilities
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90,747
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Shareholders’ equity
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10,122
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If our initial business combination is not completed within
21 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest (less up to
$100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), will be used to fund the redemption
of our public shares. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed
to waive their rights to liquidating distributions from the trust account with respect to their founders shares if we fail to complete
our initial business combination within such 21-month time period.
Risk Factors
An investment in our securities involves a high degree of
risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus,
before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating
results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose
all or part of your investment.
Risks Relating to the Offering
We are a newly incorporated company with no operating
history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a newly incorporated company incorporated under the laws
of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering.
Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of
completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings
with any prospective target business concerning a business combination and may be unable to complete our initial business combination.
If we fail to complete our initial business combination, we will never generate any operating revenues.
Our independent registered public accounting firm’s
report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
As of October 9, 2019, we had $25,006 in cash and a working
capital deficiency of $65,741. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing
and acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section
of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These
factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained
elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or
our inability to continue as a going concern.
Our public shareholders may not be afforded an opportunity
to vote on our proposed business combination, which means we may complete our initial business combination even though a majority
of our public shareholders do not support such a combination.
We will either (1) seek shareholder approval of our initial
business combination at a meeting called for such purpose at which public shareholders may elect to redeem their public shares
without voting, and if they do vote, irrespective of whether they vote for or against the proposed business combination, or (2)
provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination by means of a tender offer (and thereby avoid the need for a shareholder vote), in each in cash, for
an amount payable in cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the
completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the
number of then issued and outstanding public shares, subject to the limitations described herein. Accordingly, it is possible that
we will consummate our initial business combination even if holders of a majority of our public shares do not approve of the business
combination we consummate. The decision as to whether we will seek shareholder approval of a proposed business combination or will
allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based
on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require
us to seek shareholder approval. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a shareholder
meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding
shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination
that required us to issue more than 20% of our outstanding shares, we would seek shareholder approval of such business combination
instead of conducting a tender offer.
Your only opportunity to affect the investment decision
regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash,
unless we seek shareholder approval of such business combination.
At the time of your investment in us, you will not be provided
with an opportunity to evaluate the specific merits or risks of any target businesses. Additionally, since our board of directors
may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity
to vote on the business combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval,
your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising
your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents
mailed to our public shareholders in which we describe our initial business combination.
The ability of our public shareholders to redeem
their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it
difficult for us to enter into a business combination with a target.
We may seek to enter into a business combination transaction
agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of
cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and,
as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination
(so that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or
cash requirement that may be contained in the agreement relating to our initial business combination. Consequently, if accepting
all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 upon completion of our
initial business combination or less than such greater amount necessary to satisfy a closing condition as described above, we would
not proceed with such redemption of our public shares and the related business combination, and we instead may search for an alternate
business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination
transaction with us.
The ability of our public shareholders to exercise
redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination
or optimize our capital structure.
At the time we enter into an agreement for our initial business
combination, we will not know how many shareholders may exercise their redemption rights and, therefore, we will need to structure
the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business
combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to
have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements,
or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected,
we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party
financing.
Raising additional third-party financing may involve dilutive
equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability
to complete the most desirable business combination available to us or optimize our capital structure.
The ability of our public shareholders to exercise
redemption rights with respect to a large number of our shares could increase the probability that our initial business combination
would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires us to
use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
the probability that our initial business combination would be unsuccessful increases. If our initial business combination is unsuccessful,
you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate
liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to
the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on
your investment or lose the benefit of funds expected in connection
with our redemption until we liquidate or you are able to sell your shares in the open market.
The requirement that we complete our initial business
combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination
and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we
approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that
would produce value for our shareholders.
Any potential target business with which we enter into negotiations
concerning a business combination will be aware that we must complete our initial business combination within 21 months from the
closing of this offering. Consequently, such target business may obtain leverage over us in negotiating a business combination,
knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete
our initial business combination with any target business. This risk will increase as we get closer to the end of the 21-month
period. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms
that we would have rejected upon a more comprehensive investigation.
We may not be able to complete our initial business
combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up
and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.00 per share, or
less than such amount in certain circumstances, and our warrants will expire worthless.
Our sponsor, officers and directors have agreed that we must
complete our initial business combination within 21 months from the closing of this offering. We may not be able to find a suitable
target business and complete our initial business combination within such time period. Our ability to complete our initial business
combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks
described herein.
If we are unable to complete our initial business combination
within such 21-month period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably
possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders
may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire
worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced
and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.
If we seek shareholder approval of our initial business
combination, our sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from
public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of
our securities.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial
shareholders, directors, officers, advisors or any of their affiliates may purchase public shares or public warrants or a combination
thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination, although they are under no obligation or duty to do so. Please see “Proposed Business—Permitted purchases
of our securities” for a description of how such persons will determine from which shareholders to seek to acquire securities.
Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares,
is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor,
directors, officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from public shareholders
who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination,
such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against
our initial business combination. The price per share paid in
any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its
shares in connection with our initial business combination. The purpose of such purchases could be to vote such shares in favor
of our initial business combination and thereby increase the likelihood of obtaining shareholder approval of our initial business
combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain
amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be
met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote
such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination.
This may result in the completion of our initial business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float”
of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly
making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
If a shareholder fails to receive notice of our
offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for
tendering its shares, such shares may not be redeemed.
We will comply with the tender offer rules or proxy rules, as
applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these
rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware
of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will
furnish to holders of our public shares in connection with our initial business combination will describe the various procedures
that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder fails to comply
with these procedures, its shares may not be redeemed. See “Proposed Business—Effecting Our Initial Business Combination—Tendering
share certificates in connection with a tender offer or redemption rights.”
You will not have any rights or interests in funds
from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced
to sell your public shares or warrants, potentially at a loss.
Our public shareholders will be entitled to receive funds from
the trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in
connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described
herein, (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and
restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public
shares if we do not complete our initial business combination within 21 months from the closing of this offering or (B) with respect
to any other provision relating to shareholders’ rights or pre-initial business combination activity and (3) the redemption
of our public shares if we are unable to complete our initial business combination within 21 months from the closing of this offering,
subject to applicable law and as further described herein. In no other circumstances will a shareholder have any right or interest
of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect
to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially
at a loss.
Nasdaq may delist our securities from its exchange,
which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We have applied to have our units listed on Nasdaq. We expect
that our units will be listed on Nasdaq on or promptly after the date of this prospectus. Following the date that our Class A ordinary
shares and warrants are eligible to trade separately, we anticipate that our Class A ordinary shares and warrants will be listed
separately on Nasdaq. Although, after giving effect to this offering, we expect to meet on a pro forma basis Nasdaq’s minimum
initial listing standards, which generally only require that we meet certain requirements relating to shareholders’ equity,
market capitalization, aggregate market value of publicly held shares and distribution requirements, we cannot assure you that
our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In
order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial,
distribution and share price levels. Additionally, in connection
with our initial business combination, it is likely that Nasdaq
will require us to file a new initial listing application and meet its initial listing requirements as well as certain qualitative
requirements, as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet
those initial listing requirements at that time.
If Nasdaq delists any of our securities from trading on its
exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be
quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
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a limited availability of market quotations for our securities;
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reduced liquidity with respect to such securities;
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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our
Class A ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary
trading market for our securities;
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a limited amount of news and analyst coverage for our company; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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The National Securities Markets Improvement Act of 1996, which
is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as
“covered securities.” Because we expect that our units and eventually our Class A ordinary shares and warrants will
be listed on Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered securities under such statute. Although
the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate
companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or
bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit
or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators
view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities
of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered
securities under such statute and we would be subject to regulation in each state in which we offer our securities.
You will not be entitled to protections normally
afforded to investors of many other blank check companies.
Since the net proceeds of this offering and the sale of the
private warrants are intended to be used to complete an initial business combination with a target business that has not been identified,
we may be deemed to be a “blank check” company under the U.S. securities laws. However, because we will have net tangible
assets in excess of $5,000,000 upon the successful completion of this offering and the sale of the private warrants and will file
a Current Report on Form 8-K, including an audited balance sheet of the Company demonstrating this fact, we are exempt from rules
promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded
the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have
a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering
were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us
unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.
For a more detailed comparison of our offering to offerings that comply with Rule 419, please see “Proposed Business—Comparison
of This Offering to Those of Blank Check Companies Subject to Rule 419.”
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders
are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess
of 15% of our Class A ordinary shares.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended
and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such
shareholder or any other person with whom such shareholder is
acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming
its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the “Excess
Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their
shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will
reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your
investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions
with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that
number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions,
potentially at a loss.
Because of our limited resources and the significant
competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.
If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per
share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.
We expect to encounter intense competition from other entities
having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to
acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors
possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will
be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses
we could potentially acquire with the net proceeds of this offering and the sale of the private warrants, our ability to compete
with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,
in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class A
ordinary shares, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations
may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our
initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances,
on the liquidation of our trust account and our warrants will expire worthless. See “—If third parties bring claims
against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders
may be less than $10.00 per share” and other risk factors herein.
If the funds not being held in the trust account
are insufficient to allow us to operate for at least the 21 months following the closing of this offering, we may be unable to
complete our initial business combination.
Of the net proceeds of this offering and the sale of the private
warrants, only $500,000 will be available to us initially outside the trust account to fund our working capital requirements. In
the event that our offering expenses exceed our estimate of $500,000, we may fund such excess with funds not to be held in the
trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding
amount. Conversely, in the event that the offering expenses are less than our estimate of $500,000, the amount of funds we intend
to be held outside the trust account would increase by a corresponding amount. The funds available to us outside of the trust account
may not be sufficient to allow us to operate for at least the 21 months following the closing of this offering, assuming that our
initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition
plans. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other
third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates
is under any obligation to loan funds to, or invest in, us in such circumstances. Any such loans may be repaid only from funds
held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable
to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease
operations and liquidate the trust account. In such case, our public shareholders may receive only $10.00 per share, or less in
certain circumstances, and our warrants will expire worthless. See “—If third parties bring claims against us, the
proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than
$10.00 per share” and other risk factors herein.
Subsequent to our completion of our initial business
combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have
a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause
you to lose some or all of your investment.
Even if we conduct extensive due diligence on a target business
with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular
target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that
factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be
forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result
in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously
known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash
items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative
market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants
to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination
debt financing. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder following
our initial business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders
are unlikely to have a remedy for such reduction in value.
If third parties bring claims against us, the proceeds
held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00
per share.
Our placing of funds in the trust account may not protect those
funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent
auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right,
title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders,
such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims
against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to
a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving
such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it
and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third
party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party
that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed
by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where
we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will
agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable
to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection
with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that
may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public
shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.
Our sponsor has agreed that it will be liable to us if and to
the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a
prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the
trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the
date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest
which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek
access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain
liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have
not independently verified whether our sponsor has
sufficient funds to satisfy its indemnity obligations and believe
that our sponsor’s only assets are securities of our company. Accordingly, our sponsor may not have sufficient funds available
to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore, no funds are currently
set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the
funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In
such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share
in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third
parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the indemnification
obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to
our public shareholders.
In the event that the proceeds in the trust account are reduced
below the lesser of (1) $10.00 per public share or (2) such lesser amount per share held in the trust account as of the date of
the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which
may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor
to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on
our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors
in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not
to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public
shareholders may be reduced below $10.00 per share.
If, after we distribute the proceeds in the trust
account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition
is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of
directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of
directors and us to claims of punitive damages.
If, after we distribute the proceeds in the trust account to
our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed
against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
insolvency laws as a voidable performance. As a result, a liquidator could seek to recover some or all amounts received by our
shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having
acted in bad faith by paying public shareholders from the trust account prior to addressing the claims of creditors, thereby exposing
itself and us to claims of punitive damages.
If, before distributing the proceeds in the trust
account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition
is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our
shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may
be reduced.
If, before distributing the proceeds in the trust account to
our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed
against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may
be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any liquidation claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation would be reduced.
If we are deemed to be an investment company under
the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company under the Investment
Company Act, our activities may be restricted, including:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities;
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each of which may make it difficult for us to complete our initial
business combination.
In addition, we may have imposed upon us burdensome requirements,
including:
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently
not subject to.
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We do not believe that our anticipated principal activities
will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in U.S.
government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and
meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted
to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment
Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens
would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination.
If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per
share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
Changes in laws or regulations, or a failure to
comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial
business combination, and results of operations.
We are subject to laws and regulations enacted by national,
regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance
with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations
and their interpretation and application may also change from time to time and those changes could have a material adverse effect
on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as
interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete
our initial business combination, and results of operations.
If we are unable to consummate our initial business
combination within 21 months of the closing of this offering, our public shareholders may be forced to wait beyond such 21 months
before redemption from our trust account.
If we are unable to consummate our initial business combination
within 21 months from the closing of this offering, we will distribute the aggregate amount then on deposit in the trust account,
including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable),
pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our
affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically
by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required
to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any
liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies
Law. In that case, investors may be forced to wait beyond the initial 21 months before the redemption proceeds of our trust account
become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have
no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate
our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association
and then only in cases where investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or
any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination
and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.
Our shareholders may be held liable for claims by
third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation, any
distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as
having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves
and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We
cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly
and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay
our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of up to
$18,293 and to imprisonment for five years in the Cayman Islands.
We may not hold an annual general meeting of shareholders
until after the completion of our initial business combination. Our public shareholders will not have the right to elect directors
prior to the consummation of our Business Combination.
In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There
is no requirement under the Companies Law for us to hold annual or general meetings to elect directors. Until we hold an annual
general meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.
As holders of our Class A ordinary shares, our public shareholders also will not have the right to vote on the election of directors
prior to completion of our initial business combination. In addition, holders of a majority of our founders shares may remove a
member of the board of directors for any reason.
We are not registering the Class A ordinary shares
issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration
may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its
warrants except on a cashless basis and potentially causing such warrants to expire worthless.
We are not registering the Class A ordinary shares issuable
upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the
warrant agreement, we have agreed, as soon as practicable, but in no event later than 15 business days after the closing of our
initial business combination, to use our reasonable best efforts to file a registration statement under the Securities Act covering
the issuance of such shares, to use our reasonable best efforts to cause the same to become effective within 60 business days after
the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current
prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will
be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in
the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current,
complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under
the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will
be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise
their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the
state of the exercising holder, or an exemption from registration is available. In no event will we be required to net cash settle
any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register
or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance
of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the
holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.
In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely
for the Class A ordinary shares included in the units. If and when the warrants become redeemable by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities
laws.
The grant of registration rights to our initial
shareholders and their permitted transferees may make it more difficult to complete our initial business combination, and the future
exercise of such rights may adversely affect the market price of our Class A ordinary shares.
The holders of the founders shares, private warrants and any
warrants that may be issued on conversion of working capital loans (and any ordinary shares issuable upon the exercise of the private
warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founders shares) will be entitled
to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering
requiring us to register such securities for resale. We will bear the cost of registering these securities. The registration and
availability of such a significant number of securities for trading in the public market may have an adverse effect on the market
price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination
more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they
seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A
ordinary shares that is expected when the Class A ordinary shares owned by our initial shareholders or their permitted transferees,
our private warrants or warrants issued in connection with working capital loans are registered for resale.
Because we are not limited to a particular industry
or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits
or risks of any particular target business’s operations.
We may consummate a business combination with a company in any
industry we choose and are not limited to any particular industry or type of business. Accordingly, there is no current basis for
you to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the target business
which we may ultimately acquire. To the extent we complete a business combination with a financially unstable company or an entity
in its early stages of development or growth, we may be affected by numerous risks inherent in the business operations of those
entities. If we complete a business combination with an entity in an industry characterized by a high level of risk, we may be
affected by the currently unascertainable risks of that industry. Although our management will endeavor to evaluate the risks inherent
in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all of the significant
risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors
in this offering than a direct investment, if an opportunity were available, in a target business.
Past performance by our management team and their
affiliates may not be indicative of future performance of an investment in the Company.
Information regarding performance by our management team and
their affiliates is presented for informational purposes only. Past performance by our management team and their affiliates is
not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of
success with respect to any business combination we may consummate. You should not rely on the historical record of our management
team and their affiliates as indicative of our future performance of an investment in the company or the returns the company will,
or is likely to, generate going forward.
Although we have identified general criteria and
guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination
with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our
initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and guidelines
for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business
combination will not have all of these positive attributes. If we complete our initial business combination with a target that
does not meet some or all of these criteria and guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with
a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption
rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum
net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or
stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult
for us to attain shareholder approval of our initial
business combination if the target business does not meet our
general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may receive
only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants
will expire worthless.
We may seek acquisition opportunities with an early
stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
To the extent we complete our initial business combination with
an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may
be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in
a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition
and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks
inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors
and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and
leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.
We are not required to obtain an opinion from an
independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently,
you may have no assurance from an independent source that the price we are paying for the business is fair to our company from
a financial point of view.
Unless we complete our initial business combination with an
affiliated entity, we are not required to obtain an opinion from an independent investment banking firm, or from another independent
entity that commonly renders valuation opinions, that the price we are paying is fair to our company from a financial point of
view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine
fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our
tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.
We may issue additional Class A ordinary shares
or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial
business combination. We may also issue Class A ordinary shares upon the conversion of the founders shares at a ratio greater than
one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended
and restated memorandum and articles of association. Any such issuances would substantially dilute the interest of our shareholders
and likely present other risks.
Our amended and restated memorandum and articles of association
will authorize the issuance of ordinary shares, including 200,000,000 Class A ordinary shares, par value $0.0001 per share, and
20,000,000 Class B ordinary shares, par value $0.0001 per share, as well as 1,000,000 preferred shares, par value $0.0001. Immediately
after this offering, there will be 185,650,000 and 18,440,000 (assuming that the underwriters have not exercised their over-allotment
option and an aggregate of 225,000 founders shares have been forfeited) authorized but unissued Class A ordinary shares and Class
B ordinary shares, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise
of outstanding warrants, and 1,000,000 authorized but unissued preferred shares available for issuance.
We may issue a substantial number of additional Class A ordinary
shares, and may issue preferred shares, in order to complete our initial business combination or under an employee incentive plan
after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B
ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution
provisions as set forth herein. However, our amended and restated memorandum and articles of association will provide, among other
things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof
to (1) receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination
or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have
to consummate a business combination beyond 21 months from the closing of this offering or (y) amend the foregoing provisions.
The issuance of additional ordinary shares or preferred shares:
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may significantly dilute the equity interest of investors in this offering;
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may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those
afforded our Class A ordinary shares;
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could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other
things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our
present officers and directors; and
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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.
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Unlike certain other blank check companies, our
initial shareholder will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
The founders shares will automatically convert into Class A
ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis,
subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities convertible
or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in this offering and related
to the closing of our initial business combination, the ratio at which founders shares will convert into Class A ordinary shares
will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of
Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of this offering plus the number of Class
A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (net
of redemptions), excluding the representative shares and any Class A ordinary shares or equity-linked securities issued, or to
be issued, to any seller in our initial business combination and any private warrants issued to our sponsor, an affiliate of our
sponsor or any of our officers or directors. This is different than certain other blank check companies in which the initial shareholder
will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business combination.
We may be a passive foreign investment company,
or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion thereof) that
is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Income Tax Considerations—United
States Federal Income Taxation—General”) of our Class A ordinary shares or warrants, the U.S. Holder may be subject
to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our
current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of this
prospectus captioned “Income Tax Considerations—United States Federal Income Taxation—U.S. Holders—Passive
Foreign Investment Company Rules”). Depending on the particular circumstances, the application of the start-up exception
may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly,
there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our
actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year. If we determine
we are a PFIC for any taxable year (of which there can be no assurance), we will endeavor to provide to a U.S. Holder such information
as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable
the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will
timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We
urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed
discussion of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Income
Tax Considerations —United States Federal Income Taxation—U.S. Holders—Passive Foreign Investment Company Rules.”
We may reincorporate in another jurisdiction in
connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.
We may, in connection with our initial business combination
and subject to requisite shareholder approval under the Companies Law, reincorporate in the jurisdiction in which the target company
or business is located or in another
jurisdiction. The transaction may require a shareholder to recognize
taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax
transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject
to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
Resources could be wasted in researching acquisitions
that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately
$10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will
expire worthless.
We anticipate that the investigation of each specific target
business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete
a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable
to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less
in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We are dependent upon our officers and directors
and their departure could adversely affect our ability to operate.
Our operations are dependent upon a relatively small group of
individuals. We believe that our success depends on the continued service of our officers and directors, at least until we have
completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount
of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities,
including identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our officers
and directors have time and attention requirements for investment funds of which affiliates of our sponsor are the investment managers.
We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected
loss of the services of one or more of our directors or officers could have a detrimental effect on us.
Our ability to successfully effect our initial business
combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following
our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination
business.
Our ability to successfully effect our initial business combination
is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently
be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions
following our initial business combination, it is likely that some or all of the management of the target business will remain
in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure
you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements
of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar
with such requirements.
In addition, the officers and directors of an acquisition candidate
may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel
could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s
key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate
that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate
following our initial business combination, it is possible that members of the management of an acquisition candidate will not
wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination
business.
Our key personnel may negotiate employment or consulting
agreements with a target business in connection with a particular business combination. These agreements may provide for them to
receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in
determining whether a particular business combination is the most advantageous.
Our key personnel may be able to remain with the company after
the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection
with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services
they would render to us after the completion of our initial business combination. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under
Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial business
combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business
combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial
business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions
with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business
combination.
We may have limited ability to assess the management
of a prospective target business and, as a result, may effect our initial business combination with a target business whose management
may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting our initial business
combination with a prospective target business, our ability to assess the target business’s management may be limited due
to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may
prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted. Accordingly, shareholders or warrant holders who choose to remain
shareholders or warrant holders following our initial business combination could suffer a reduction in the value of their securities.
Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value.
The officers and directors of an acquisition candidate may resign
upon completion of our initial business combination. The departure of a business combination target’s key personnel could
negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s
key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate
that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate
following our initial business combination, it is possible that members of the management of an acquisition candidate will not
wish to remain in place.
Our officers and directors will allocate their time
to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.
This conflict of interest could have a negative impact on our ability to complete our initial business combination.
Our officers and directors are not required to, and will not,
commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations
and our search for a business combination and their other businesses. We do not intend to have more than one full-time employee
prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors
for which he may be entitled to substantial compensation and our officers are not obligated to contribute any specific number
of hours per week to our affairs. Our independent directors may also serve as officers and board members for other entities. If
our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs
in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative
impact on our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’
other business affairs, please see “Management—Directors, Director Nominees and Executive Officers.”
Certain of our officers and directors are now, and
all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted
by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should
be presented.
Following the completion of this offering and until we consummate
our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.
Our sponsor and officers and directors are, or may in the future become, affiliated with entities that are engaged in a similar
business, and they are not prohibited from sponsoring, or otherwise becoming involved with, other blank check companies prior to
us completing our initial business combination. Moreover, certain of our officers and directors have time and attention requirements
for investment funds of which affiliates of our sponsor are the investment managers.
Our officers and directors also may become aware of business
opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual
duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should
be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities
prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.
For a complete discussion of our officers’ and directors’
business affiliations and the potential conflicts of interest that you should be aware of, please see “Management—Directors,
Director Nominees and Executive Officers,” “Management—Conflicts of Interest” and “Certain Relationships
and Related Party Transactions.”
Our officers, directors, security holders and their
respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits our directors,
officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to
be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into
a business combination with a target business that is affiliated with our sponsor, directors or officers, although we do not intend
to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities
of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
In particular, affiliates of our sponsor have invested in industries
as diverse as financial services, medical technologies, entertainment and IT services. As a result, there may be substantial overlap
between companies that would be a suitable business combination for us and companies that would make an attractive target for such
other affiliates.
We may engage in a business combination with one
or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers or directors
which may raise potential conflicts of interest.
In light of the involvement of our sponsor, officers and directors
with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers and directors. Our officers
and directors also serve as officers and board members for other entities, including, without limitation, those described under
“Management—Conflicts of Interest.” Such entities may compete with us for business combination opportunities.
Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business
combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business
combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with
any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a
business combination as set forth in “Proposed Business—Effecting Our Initial Business Combination—Selection
of a target business and structuring of our initial business combination” and such transaction was approved by a majority
of our independent and disinterested directors.
Since our initial shareholders will lose their entire
investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire),
a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial
business combination.
In October 2019, our sponsor purchased an aggregate of 1,725,000
founders shares for an aggregate purchase price of $25,000, or $0.0145 per share. As such, our initial shareholders will collectively
own 20% of our issued and
outstanding shares after this offering (assuming they do not
purchase any units in this offering and excluding the representative shares). If we increase or decrease the size of this offering,
we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to
our founders shares immediately prior to the consummation of this offering in such amount as to maintain the number of founders
shares at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding the representative
shares). The founders shares will be worthless if we do not complete an initial business combination. In addition, our sponsor
has committed to purchase an aggregate of 2,350,000 private warrants at
$1.00 per warrant (or 2,552,500 if the underwriter’s over-allotment option is exercised in full), for a purchase price
of $2,350,000 in the aggregate (or $2,552,500 in the aggregate if the underwriter’s over-allotment option is exercised in
full), that will also be worthless if we do not complete a business combination. Each private warrant may be exercised for one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein.
The founders shares are identical to the ordinary shares included
in the units being sold in this offering except that: (1) prior to our initial business combination, only holders of the founders
shares have the right to vote on the election of directors and holders of a majority of our founders shares may remove a member
of the board of directors for any reason; (2) the founders shares are subject to certain transfer restrictions; (3) our initial
shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive: (x) their redemption rights
with respect to their founders shares and any public shares held by them in connection with the completion of our initial business
combination (and not seek to sell its shares to us in any tender offer we undertake in connection with our initial business combination);
(y) their redemption rights with respect to their founders shares and any public shares held by them in connection with a shareholder
vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would affect our public
shareholders’ ability to convert or sell their shares to us in connection with a business combination as described herein
or to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business
combination within 21 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity; and (z) their rights to liquidating distributions from the trust account with
respect to any founders shares they hold if we fail to complete our initial business combination within 21 months from the closing
of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public
shares they hold if we fail to complete our initial business combination within the prescribed time frame); (4) the founders shares
will automatically convert into our Class A ordinary shares on the first business day following the completion of our initial business
combination on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights and (5) the founders shares are
entitled to registration rights. Our directors and officers have also entered into the letter agreement with respect to public
shares acquired by them, if any.
The personal and financial interests of our sponsor, officers
and directors may influence their motivation in identifying and selecting a target business combination, completing an initial
business combination and influencing the operation of the business following the initial business combination. This risk may become
more acute as the 21-month deadline following the closing of this offering nears, which is the deadline for the completion of our
initial business combination.
We may issue notes or other debt securities, or
otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition
and thus negatively impact the value of our shareholders’ investment in us.
Although we have no commitments as of the date of this prospectus
to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur
substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we
have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust
account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless,
the incurrence of debt could have a variety of negative effects, including:
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay
our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we
breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation
of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such
financing while the debt security is outstanding;
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our inability to pay dividends on our Class A ordinary shares;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available
for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate
purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in
government regulation; and
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,
execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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We may be able to complete only one business combination
with the proceeds of this offering and the sale of the private warrants, which will cause us to be solely dependent on a single
business which may have a limited number of products or services. This lack of diversification may negatively impact our operations
and profitability.
We may effectuate our initial business combination with a single
target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate
our initial business combination with more than one target business because of various factors, including the existence of complex
accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating
results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing
our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive
and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks
or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different
industries or different areas of a single industry. Accordingly, the prospects for our success may be:
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solely dependent upon the performance of a single business, property or asset; or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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This lack of diversification may subject us to numerous economic,
competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which
we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business
combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give
rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses
that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability,
to complete our initial business combination. With multiple business combinations, we could also face additional risks, including
additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple
sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the
acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact
our profitability and results of operations.
We may attempt to complete our initial business
combination with a private company about which little information is available, which may result in a business combination with
a company that is not as profitable as we suspected, if at all.
In pursuing our acquisition strategy, we may seek to effectuate
our initial business combination with a privately held company. Very little public information generally exists about private companies,
and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited
information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
We expect to need to comply with the rules of Nasdaq
that require our initial business combination to occur with one or more target businesses having an aggregate fair market value
equal to at least 80% of the assets held in the trust account at the time of the agreement to enter into the initial business combination.
The rules of Nasdaq require that our initial business combination
occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in
the trust account (excluding taxes payable on the income earned on the trust account) at the time of the agreement to enter into
the initial business combination. This restriction may limit the type and number of companies that we may complete a business combination
with. If we are unable to locate a target business or businesses that satisfy this fair market value test, our public shareholders
may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and
our warrants will expire worthless. If we are not then listed on Nasdaq for whatever reason, we would not be required to satisfy
the foregoing 80% fair market value test and could complete a business combination with a target business having a fair market
value substantially below 80% of the balance in the trust account.
EarlyBirdCapital may have a conflict of interest
in rendering services to us in connection with our initial business combination.
We
have engaged EarlyBirdCapital to assist us in connection with our initial business combination. We will pay EarlyBirdCapital a
cash fee for such services upon the consummation of our initial business combination in an aggregate amount equal to 3.5% of the
total gross proceeds raised in the offering. The representative shares will also be worthless if we do not consummate an initial
business combination. These financial interests may result in EarlyBirdCapital having a conflict of interest when providing the
services to us in connection with an initial business combination.
Our management may not be able to maintain control
of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target
business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination so that the
post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets
of a target business, but we will complete such business combination only if the post-transaction company owns or acquires 50%
or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target
business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not
consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting
securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in
the post business combination company, depending on valuations ascribed to the target and us in our initial business combination
transaction. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in
exchange for all of the issued and outstanding capital stock or shares of a target. In this case, we would acquire a 100% interest
in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately
prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such
transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group
obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that
our management will not be able to maintain our control of the target business.
We do not have a specified maximum redemption threshold.
The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial
majority of our shareholders do not agree.
Our amended and restated memorandum and articles of association
will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination (such that
we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement
that may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our
initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and
have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions
in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated
agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate
cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any
amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount
of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted
for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
In order to effectuate an initial business combination,
blank check companies have, in the past, amended various provisions of their charters and modified governing instruments. We cannot
assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments,
in a manner that will make it easier for us to complete our initial business combination that some of our shareholders may not
support.
In order to effectuate an initial business combination, blank
check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. For
example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended
the time to consummate an initial business combination. Amending our amended and restated memorandum and articles of association
will require at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be
a special resolution as a matter of Cayman Islands law where it has been approved by either (1) at least two-thirds (or any higher
threshold specified in a company’s articles of association) of a company’s shareholders at a general meeting for which
notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s
articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated
memorandum and articles of association will provide that special resolutions must be approved either by at least two-thirds of
our shareholders who attend and vote at a shareholders meeting (i.e., the lowest threshold permissible under Cayman Islands law)
(other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require
the approval of at least 90% of our ordinary shares voting in a general meeting), or by a unanimous written resolution of all of
our shareholders. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association
or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business
combination.
The provisions of our amended and restated memorandum
and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement
governing the release of funds from our trust account) may be amended with the approval of holders of at least two-thirds of our
ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check
companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the
trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.
Some other blank check companies have a provision in their charter
which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination
activity, without approval by holders of a certain percentage of the company’s shares. In those companies, amendment of these
provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our amended
and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-business
combination activity (including the requirement to deposit proceeds of this offering and
the private placement of warrants into the trust account and
not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our
ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release
of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares (other than amendments relating
to the appointment or removal of directors prior to our initial business combination, which require the approval of at least 90%
of our ordinary shares voting in a general meeting). Our initial shareholders, who will collectively beneficially own 20% of our
ordinary shares upon the closing of this offering (excluding the representative shares, and assuming they do not purchase any units
in this offering), may participate in any vote to amend our amended and restated memorandum and articles of association and/or
trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions
of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily
than some other blank check companies, and this may increase our ability to complete our initial business combination with which
you do not agree. However, our amended and restated memorandum and articles of association prohibits any amendment of its provisions
(A) that would affect our public shareholders’ ability to convert or sell their shares to us in connection with a business
combination as described herein or to modify the substance or timing of our obligation to redeem 100% of our public shares if we
do not complete our initial business combination within 21 months from the closing of this offering or (B) with respect to any
other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide public shareholders
with the opportunity to redeem their public shares. Furthermore, our sponsor, officers and directors have agreed, pursuant to a
written agreement with us, that they will not propose such an amendment unless we provide our public shareholders with the opportunity
to redeem their public shares. In certain circumstances, our shareholders may pursue remedies against us for any breach of our
amended and restated memorandum and articles of association.
We may amend the terms of the warrants in a manner
that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding
public warrants.
Our warrants will be issued in registered form under a warrant
agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision,
but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that
adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public
warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding public warrants approve of such
amendment. Although our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding
public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price
of the warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
Certain agreements related to this offering may
be amended without shareholder approval.
Each of the agreements related to this offering to which we
are a party, other than the warrant agreement and the investment management trust agreement, may be amended without shareholder
approval. These agreements contain various provisions that our public shareholders might deem to be material. For example, our
letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founders shares, private
warrants and other securities held by our initial shareholders, officers and directors.
Amendments to such agreements would require the consent of the
applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including
to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any of
these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business
judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any material amendment
entered into in connection with the completion of our initial business combination will be disclosed in our proxy solicitation
or tender offer materials, as applicable, related to such initial business combination, and any other material amendment to any
of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our
shareholders, may result in the completion of our initial business combination that may not otherwise have been possible, and may
have an adverse effect on the value of an investment in our securities. For example, amendments to the lock-up provision discussed
above may result in our initial shareholders selling their securities earlier than they would otherwise be permitted, which may
have an adverse effect on the price of our securities.
We may be unable to obtain additional financing
to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to
restructure or abandon a particular business combination.
Although we believe that the net proceeds of this offering and
the sale of the private warrants will be sufficient to allow us to complete our initial business combination, because we have not
yet selected any target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds
of this offering and the sale of the private warrants prove to be insufficient, either because of the size of our initial business
combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant
number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated
transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing
or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms,
if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,
we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative
target business candidate. In addition, even if we do not need additional financing to complete our initial business combination,
we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing
could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors
or shareholders is required to provide any financing to us in connection with or after our initial business combination. If we
are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share,
or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.
Our initial shareholders will control the election
of our board of directors until completion of our initial business combination and will hold a substantial interest in us. As a
result, they will elect all of our directors prior to our initial business combination and may exert a substantial influence on
actions requiring shareholder vote, potentially in a manner that you do not support.
Upon the closing of this offering, our initial shareholders
will own 20% of our issued and outstanding ordinary shares (excluding the representative shares and assuming they do not purchase
any units in this offering). In addition, prior to our initial business combination, only the founders shares, all of which are
held by our initial shareholders, will have the right to vote on the election of directors, and holders of a majority of our founders
shares may remove a member of the board of directors for any reason.
Neither our initial shareholders nor, to our knowledge, any
of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this prospectus.
Factors that would be considered in making such additional purchases would include consideration of the current trading price of
our Class A ordinary shares. In addition, as a result of their substantial ownership in our company, our initial shareholders may
exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including
amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If
our initial shareholders purchase any Class A ordinary shares in this offering or in the aftermarket or in privately negotiated
transactions, this would increase their influence over these actions. Accordingly, our initial shareholders will exert significant
influence over actions requiring a shareholder vote at least until the completion of our initial business combination.
Our sponsor paid an aggregate of $25,000, or $0.0145
per founders’ share (assuming the over-allotment option is exercised in full and thus no forfeiture by our sponsor of any
founders shares), and, accordingly, you will experience immediate and substantial dilution upon the purchase of our Class A ordinary
shares.
The difference between the public offering price per share (allocating
all of the unit purchase price to the Class A ordinary shares and none to the warrant included in the unit) and the pro forma net
tangible book value per Class A ordinary share after this offering constitutes the dilution to you and the other investors in this
offering. Our sponsor acquired the founders shares at a nominal price, significantly contributing to this dilution. Upon the closing
of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders
will incur an immediate and substantial dilution of approximately 75.1% (or $7.51 per share, assuming no exercise of the underwriter’s
over-allotment option), the difference between the pro forma net tangible book value per share of $2.49 and the initial offering
price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founders shares result
in the issuance of Class A ordinary shares on a greater
than one-to-one basis upon conversion of the founders shares
at the time of our initial business combination. In addition, because of the anti-dilution protection in the founders shares, any
equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive
to our Class A ordinary shares.
A provision of our warrant agreement may make it
more difficult for us to consummate an initial business combination.
If:
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(i)
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we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the
closing of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share;
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(ii)
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the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of our initial business combination on the date of the completion of our initial business combination
(net of redemptions), and
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(iii)
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the Market Value is below $9.20 per share,
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then the exercise price of the warrants will be adjusted to
be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may
make it more difficult for us to consummate an initial business combination with a target business.
We may redeem your unexpired warrants prior to their
exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem outstanding warrants at any time
after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the last reported sales
price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights
issuances, subdivisions, reorganizations, recapitalizations and the like or as indicated above) for any 20 trading days within
a 30 trading-day period commencing on the date they become exercisable and ending on the third trading day prior to the date we
send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a
time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise
wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for
redemption, is likely to be substantially less than the market value of your warrants. None of the private warrants will be redeemable
by us so long as they are held by our sponsor or its permitted transferees.
Our warrants and founders shares may have an adverse
effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
We will be issuing warrants to purchase 6,000,000 Class A ordinary
shares (or up to 6,900,000 Class A ordinary shares if the underwriter’s over-allotment option is exercised in full), at a
price of $11.50 per warrant (subject to adjustment as provided herein), as part of the units offered by this prospectus and, simultaneously
with the closing of this offering, we will be issuing in a private placement an aggregate of 2,350,000 (or 2,552,500 if the underwriter’s
over-allotment option is exercised in full) private warrants, each exercisable to purchase one Class A ordinary share at a price
of $11.50 per share, subject to adjustment as provided herein. Our initial shareholders currently hold 1,725,000 founders shares
(up to 225,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s over-allotment
option is exercised). In addition, if our sponsor, an affiliate of our sponsor or certain of our officers and directors make any
working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant, at the
option of the lender. Such warrants would be identical to the private warrants. To the extent we issue ordinary shares to effectuate
a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise
of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance
will increase the number of issued and outstanding Class A ordinary shares and reduce
the value of the Class A ordinary shares issued to complete
the business transaction. Therefore, our warrants and founders shares may make it more difficult to effectuate a business combination
or increase the cost of acquiring the target business.
The private warrants are identical to the warrants sold as part
of the units in this offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they will
not be redeemable by us; (2) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to
certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business
combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable
upon exercise of these warrants) are entitled to registration rights.
The determination of the offering price of our units
and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company
in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value
of such units than you would have in a typical offering of an operating company.
Prior to this offering there has been no public market for any
of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the representative
of the underwriters. In determining the size of this offering, management held customary organizational meetings with representatives
of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the
amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this
offering, prices and terms of the units, including the Class A ordinary shares and warrants underlying the units, include:
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the history and prospects of companies whose principal business is the acquisition of other companies;
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prior offerings of those companies;
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our prospects for acquiring an operating business at attractive values;
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a review of debt to equity ratios in leveraged transactions;
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an assessment of our management and their experience in identifying operating companies;
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general conditions of the securities markets at the time of this offering; and
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other factors as were deemed relevant.
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Although these factors were considered, the determination of
our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have
no historical operations or financial results.
There is currently no market for our securities
and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities. Shareholders
therefore have no access to information about prior market history on which to base their investment decision. Following this offering,
the price of our securities may vary significantly due to one or more potential business combinations and general market or economic
conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained.
You may be unable to sell your securities unless a market can be established and sustained.
Because we must furnish our shareholders with target
business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with
some prospective target businesses.
The federal proxy rules require that a proxy statement with
respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial
statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender
offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be
prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America, or U.S. GAAP, or international financing reporting standards as
issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements
may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States),
or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some
targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with
federal proxy rules and complete our initial business combination within the prescribed time frame.
We are an emerging growth company and a smaller
reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors
and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning
of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a
result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company
for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary
shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would
no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities
less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of
our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be
a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging
growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that
a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which
means that when a standard is issued or revised and it has different application dates for public or private companies, we, as
an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of our financial statements with another public company which is neither an emerging growth company nor
an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Additionally, we are a “smaller reporting company”
as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company
until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250
million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such
completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of
that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make
comparison of our financial statements with other public companies difficult or impossible.
Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management
resources, and increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate
and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2020.
Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley
Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete
our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its
internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition.
Because we are incorporated under the laws of the
Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.
Federal courts may be limited.
We are an exempted company incorporated under the laws of the
Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors
or officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs will be governed by our amended and restated
memorandum and articles of association, the Companies Law and the common law of the Cayman Islands. The rights of shareholders
to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us
under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands
is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the
decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our
shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be
under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different
body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and
judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders
derivative action in a Federal court of the United States.
We have been advised by our Cayman Islands legal counsel that
the courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts of the United States predicated
upon the civil liability provisions of the federal securities laws of the United States or any state; and (2) in original actions
brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities
laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances,
although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the
Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial
on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in
the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or
a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud
or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman
Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay
enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, public shareholders may have
more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.
Provisions in our amended and restated memorandum
and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the
future for our Class A ordinary shares and could entrench management.
Our amended and restated memorandum and articles of association
will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests.
These provisions include two-year director terms and the ability of the board of directors to designate the terms of and issue
new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise
could involve payment of a premium over prevailing market prices for our securities.
After our initial business combination, it is possible
that a majority of our directors and officers will live outside the United States and all or substantially all of our assets will
be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal
rights.
It is possible that after our initial business combination,
a majority of our directors and officers will reside outside of the United States and all or substantially all of our assets will
be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the
United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments
of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States
laws.
If we effect a business combination with a company
located in Mexico or outside of the United States, we would be subject to a variety of additional risks that may negatively impact
our operations.
If we effect a business combination with a company located outside
of the United States, the laws of the country in which such company operates will likely govern almost all of the material agreements
relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements
or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction
may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy
under any of our future agreements could result in a significant loss of business, business opportunities or capital.
If our management following our initial business
combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws,
which could lead to various regulatory issues.
Following our initial business combination, any or all of our
management could resign from their positions as officers of the Company, and the management of the target business at the time
of the business combination could remain in place. Management of the target business may not be familiar with U.S. securities laws.
If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such
laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.
After our initial business combination, substantially
all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in
such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political,
social and government policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as well as government
policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically
and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s
economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries.
A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive
target business with which to consummate our initial business combination and if we effect our initial business combination, the
ability of that target business to become profitable.
We will be subject to changing law and regulations
regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We will be subject to rules and regulations of various governing
bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose
securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new
and changing laws and regulations are likely to continue to result in increased general and administrative expenses and a diversion
of management time and attention from our search for a business combination target to compliance activities.
Moreover, because these laws, regulations and standards are
subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This
evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions
to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes,
we may be subject to penalty and our business may be harmed.
Risks Associated with Acquiring and Operating a Business
Outside the United States
If we effect a business combination with a company
located in Mexico or outside the United States, we would be subject to a variety of additional risks that may negatively impact
our operations.
If we are successful in consummating a business combination
with a target business in Mexico, or if we effect a business combination with a company located in another foreign country, we
would be subject to any special considerations or risks associated with companies operating in the target business’ home
jurisdiction, including any of the following:
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rules and regulations or currency conversion or corporate withholding taxes on individuals;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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currency fluctuations and exchange controls;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
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deterioration of political relations with the United States, which could result in uncertainty and/or changes in or to existing
trade treaties.
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In particular, if we acquire a target business in Mexico,
we would be subject to the risk of changes in economic conditions, social conditions and political conditions inherent in Mexico,
including changes in laws and policies that govern foreign investment, as well as changes in United States laws and regulations
relating to foreign trade and investment, including the North American Free Trade Agreement.
We cannot assure you that we would be able to adequately address
these additional risks. If we were unable to do so, our operations might suffer.
Because of the costs and difficulties inherent in managing
cross-border business operations, our results of operations may be negatively impacted.
Managing a business, operations, personnel or assets in another
country is challenging and costly. Any management that we may have (whether based abroad or in the U.S.) may be inexperienced in
cross-border business practices and unaware of significant differences in accounting rules, legal regimes and labor practices.
Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border business operations,
personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our financial
and operational performance.
We may re-incorporate in another jurisdiction in connection
with our initial business combination, and the laws of such jurisdiction will likely govern all of our material agreements and
we may not be able to enforce our legal rights.
In connection with our initial business combination, we may
relocate the home jurisdiction of our business from the Cayman Islands to Mexico or another jurisdiction. If we determine to do
this, the laws of such jurisdiction would likely govern all of our material agreements. The system of laws and the enforcement
of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States or the
Cayman Islands. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss
of business, business opportunities or capital. Any such reincorporation may subject us to foreign regulations that could materially
and adversely affect our business.
There may be tax consequences to our business combinations
that may adversely affect us.
While we expect to undertake any merger or acquisition so as
to minimize taxes both to the acquired business and/or asset and us, such business combination might not meet the statutory requirements
of a tax-free reorganization, or the parties might not obtain the intended tax-free treatment upon a transfer of shares or assets.
A non-qualifying reorganization could result in the imposition of substantial taxes.
Cautionary
Note Regarding Forward-Looking Statements
Some statements contained in this prospectus are forward-looking
in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our 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,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar 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 prospectus may include, for example, statements about:
|
|
·
|
our ability to select an appropriate target business or businesses;
|
|
|
·
|
our ability to complete our initial business combination;
|
|
|
·
|
our expectations around the performance of a prospective target business or businesses;
|
|
|
·
|
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial
business combination;
|
|
|
·
|
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our
business or in approving our initial business combination;
|
|
|
·
|
our potential ability to obtain additional financing to complete our initial business combination;
|
|
|
·
|
our pool of prospective target businesses;
|
|
|
·
|
the ability of our officers and directors to generate a number of potential business combination opportunities;
|
|
|
·
|
our public securities’ potential liquidity and trading;
|
|
|
·
|
the lack of a market for our securities;
|
|
|
·
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
|
|
|
·
|
the trust account not being subject to claims of third parties; or
|
|
|
·
|
our financial performance following this offering or following our initial business combination.
|
The forward-looking statements contained in this prospectus
are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be
no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve
a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Use of Proceeds
We are offering 6,000,000 units at an offering price of $10.00
per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private
warrants will be used as set forth in the following table.
|
|
|
Without Over-Allotment Option
|
|
Over-Allotment Option Exercised
|
|
Gross proceeds
|
|
|
|
|
|
|
|
|
|
Gross proceeds from units offered to public
|
|
$
|
60,000,000
|
|
|
$
|
69,000,000
|
|
|
Gross proceeds from private warrants offered in the private placement
|
|
|
2,350,000
|
|
|
|
2,552,500
|
|
|
Total gross proceeds
|
|
$
|
62,350,000
|
|
|
$
|
71,552,500
|
|
|
Estimated offering expenses(1)
|
|
|
|
|
|
|
|
|
|
Underwriting commissions (2.25% of gross proceeds from units offered to public)
|
|
$
|
1,350,000
|
|
|
$
|
1,552,550
|
|
|
Legal fees and expenses
|
|
|
300,000
|
|
|
|
300,000
|
|
|
Accounting fees and expenses
|
|
|
42,000
|
|
|
|
42,000
|
|
|
Printing and engraving expenses
|
|
|
20,000
|
|
|
|
20,000
|
|
|
SEC expenses
|
|
|
8,957
|
|
|
|
8,957
|
|
|
FINRA expenses
|
|
|
10,850
|
|
|
|
10,850
|
|
|
Nasdaq listing and filing fees
|
|
|
50,000
|
|
|
|
50,000
|
|
|
Miscellaneous expenses(2)
|
|
|
68,193
|
|
|
|
68,193
|
|
|
Total estimated offering expenses (other than underwriting commissions)
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
Proceeds after estimated offering expenses
|
|
$
|
60,500,000
|
|
|
$
|
69,500,000
|
|
|
Held in trust account(3)(4)
|
|
$
|
60,000,000
|
|
|
$
|
69,000,000
|
|
|
% of public offering size
|
|
|
100
|
%
|
|
|
100
|
%
|
|
Not held in trust account(1)
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
The following table shows the use of the $500,000 of net proceeds
not held in the trust account(4).
|
|
|
Amount
|
|
% of Total
|
|
Legal, accounting, due diligence, travel and other expenses in connection with any business combination
|
|
$
|
150,000
|
|
|
|
29.94
|
%
|
|
Legal and accounting fees related to regulatory reporting obligations
|
|
|
50,000
|
|
|
|
9.98
|
%
|
|
Nasdaq continued listing fees
|
|
|
45,000
|
|
|
|
8.98
|
%
|
|
Administrative and support services(5)
|
|
|
210,000
|
|
|
|
42.02
|
%
|
|
General working capital
|
|
|
45,500
|
|
|
|
9.08
|
%
|
|
Total
|
|
$
|
500,000
|
|
|
|
100.00
|
%
|
_______________
|
|
(1)
|
A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $150,000 as described
in this prospectus. As of October 9, 2019, we had borrowed $5,000 under the promissory note with our sponsor to be used for a portion
of the expenses of this offering. These loans will be repaid upon completion of this offering out of the $500,000 of offering proceeds
that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account.
These expenses are estimates only. In the event that offering expenses are less than as set forth in this table, any such amounts
will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this
table, we may fund such excess with funds not held in the trust account.
|
|
|
(2)
|
Includes organizational and administrative expenses as well as initial premiums for directors and officers insurance, and may
include amounts related to above-listed expenses in the event actual amounts exceed estimates.
|
|
|
(3)
|
We are obligated to pay to EarlyBirdCapital (and other FINRA members who assist in the business combination) a fee in an amount
equal to 3.5% of the gross proceeds of this offering for serving as an advisor in connection with our business combination. Accordingly,
upon completion of our initial business combination,
|
$2,100,000 (or up to $2,415,000
if the underwriters’ over-allotment option is exercised in full) will be paid to EarlyBirdCapital (and such other FINRA members)
from the funds held in the trust account.
|
|
(4)
|
These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set
forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating
and structuring a business combination based upon the level of complexity of such business combination. In the event we identify
an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with
legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may
engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended
use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent
they exceed current estimates for any specific category of expenses, would not be available for our expenses.
|
(5) On or prior to the date
of this prospectus, we will enter into an administrative services agreement (“Administrative Services Agreement”)
pursuant to which we will pay our sponsor up to $10,000 per month for office space, administrative and support services. Upon completion
of our initial business combination or our liquidation, we will cease paying these monthly fees.
Of the net proceeds of this offering and the sale of
the private warrants, $60,000,000 (or $69,000,000 if the underwriter’s over-allotment option is exercised in full)
will, upon the consummation of this offering, be placed in a United States-based trust account with Continental Stock
Transfer & Trust Company acting as trustee. The funds in the trust account will be invested only in U.S. government
treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and meeting
certain conditions under Rule 2a-7 under the Investment Company Act. Based on current interest rates, we estimate that the
interest earned on the trust account will be approximately $900,000 per year, assuming an interest rate of 1.5% per year. We
will not be permitted to withdraw any of the principal or interest held in the trust account except for the withdrawal of
interest to pay taxes, if any, and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of
taxes payable. The funds held in the trust account will not be released from the trust account until the earliest to occur
of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) that would
affect our public shareholders’ ability to convert or sell their shares to us in connection with a business combination
as described herein or to modify the substance or timing of our obligation to redeem 100% of our public shares if we do
not complete our initial business combination within 21 months from the closing of this offering or (B) with respect to any
other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption
of our public shares if we are unable to complete our initial business combination within 21 months from the closing of
this offering, subject to applicable law. Based on current interest rates, we expect that interest earned on the trust
account will be sufficient to pay taxes.
The net proceeds held in the trust account may be used as consideration
to pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business
combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the
consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance
of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations
of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business
combination, to fund the purchase of other companies or for working capital.
We believe that amounts not held in trust will be sufficient
to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary
due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence,
depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent
or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking
in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required
to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek
additional capital, we could seek such additional capital through loans or additional investments from our sponsor, members of
our management team or any of their affiliates, but such persons are not under any obligation to loan funds to, or invest in, us.
We may use substantially all of the net proceeds of this offering,
including the funds held in the trust account, to acquire a target business and to pay our expenses relating thereto, including
a fee payable to EarlyBirdCapital (and other FINRA members that assist us in our initial business combination) equal to 3.5% of
the gross proceeds raised in this offering (exclusive of any applicable finders’ fees which might become payable) upon consummation
of our initial business combination for assisting us in connection with our initial business combination, as described under the
section titled “Underwriting — Business Combination Marketing Agreement.” To the extent that our
share capital is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust account
which are not used to consummate a business combination will be disbursed to the combined company and will, along with any other
net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds
could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions
and for marketing, research and development of existing or new products.
Prior to the closing of this offering, our sponsor has agreed
to loan us up to $150,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of October
9, 2019, we had borrowed $5,000 under the promissory note with our sponsor to be used for a portion of the expenses of this offering.
These loans are non-interest bearing, unsecured and are due at the earlier of March 31, 2020 or the closing of this offering. These
loans will be repaid upon completion of this offering out of the $500,000 of offering proceeds that has been allocated for the
payment of offering expenses (other than underwriting commissions) not held in the trust account.
In addition, in order to finance transaction costs in connection
with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors
may, but are not obligated to, loan us funds as may be required. Any such loans would be on an interest-free basis and would be
repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The
warrants would be identical to the private warrants issued to our sponsor. We do not expect to seek loans from parties other than
our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a
waiver against any and all rights to seek access to funds in our trust account.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor,
directors, officers, advisors or any of their affiliates may also purchase shares in privately negotiated transactions or in the
open market either prior to or following the completion of our initial business combination. Please see “Proposed Business—Permitted
purchases of our securities” for a description of how such persons will determine from which shareholders to seek to acquire
shares. The price per share paid in any such transaction may be different than the amount per share a public shareholder would
receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any
material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange
Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules
under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the
purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply
with such rules.
We may not redeem our public shares in an amount that would
cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination (so that we do not
then become subject to the SEC’s “penny stock” rules) and the agreement for our initial business combination
may require as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders
exercise their redemption rights so that we cannot satisfy the net tangible asset requirement or any net worth or cash requirements,
we would not proceed with such redemption of our public shares and the related business combination, and we instead may search
for an alternate business combination.
A public shareholder will be entitled to receive funds from
the trust account only upon the earliest to occur of: (1) the completion of our initial business combination; (2) the redemption
of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and
articles of association (A) that would affect our public shareholders’ ability to convert or sell their shares to us in connection
with a business combination as described herein or to modify the substance or timing of our obligation to redeem 100% of our
public shares if we do not complete our initial business combination
within 21 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights
or pre-initial business combination activity; and (3) the redemption of our public shares if we are unable to complete our initial
business combination within 21 months from the closing of this offering, subject to applicable law. In no other circumstances will
a shareholder have any right or interest of any kind to or in the trust account.
Our initial shareholders have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founders shares and any public
shares held by them in connection with the completion of our initial business combination. Our directors and officers have also
entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any.
In addition, our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with
respect to their founders shares if we fail to complete our initial business combination within the prescribed time frame. However,
if our sponsor or any of our officers, directors or affiliates acquires public shares in or after this offering, they will be entitled
to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business
combination within the prescribed time frame.
Dividend
Policy
We have not paid any cash dividends on our ordinary shares to
date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future, except if we increase the size of this offering,
in which case we will effect a capitalization or other appropriate mechanism immediately prior to the consummation of this offering
in such amount as to maintain the number of founders shares at 20% of our issued and outstanding ordinary shares upon the consummation
of this offering (assuming they do not purchase any units in this offering and excluding the representative shares). Further, if
we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith.
Dilution
The difference between the public offering price per Class A
ordinary share, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus
or the private warrants, and the pro forma net tangible book value per ordinary share after this offering constitutes the
dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of
warrants, including the private warrants, which would cause the actual dilution to the public shareholders to be higher, particularly
where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value,
which is our total tangible assets less total liabilities (including the value of Class A ordinary shares which may be redeemed
for cash), by the number of issued and outstanding ordinary shares.
At October 9, 2019, our net tangible book value was a deficiency
of $(65,741), or approximately $(0.04) per ordinary share. After giving effect to the sale of 6,000,000 Class A ordinary shares
included in the units we are offering by this prospectus, the sale of the private warrants and the deduction of underwriting commissions
and estimated expenses of this offering, our pro forma net tangible book value at October 9, 2019 would have been $5,000,002 or
$2.49 per share, representing an immediate increase in net tangible book value (as decreased by the value of 5,551,012 Class A
ordinary shares that may be redeemed for cash and assuming no exercise of the underwriter’s over-allotment option) of $2.53
per share to our initial shareholders as of the date of this prospectus and an immediate dilution of $7.51 per share or 75.1% to
our public shareholders not exercising their redemption rights. The dilution to new investors if the underwriters exercise the
over-allotment option in full would be an immediate dilution of $7.76 per share or 77.6%.
The following table illustrates the dilution to the public shareholders
on a per-share basis, assuming no value is attributed to the warrants included in the units or the private warrants:
|
|
|
Without
Over-allotment
|
|
With
Over-allotment
|
|
Public offering price
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
Net tangible book deficit before this offering
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
Increase attributable to public shareholders
|
|
|
2.53
|
|
|
|
2.28
|
|
|
Pro forma net tangible book value after this offering and the sale of the private warrants
|
|
$
|
2.49
|
|
|
$
|
2.24
|
|
|
Dilution to public shareholders
|
|
$
|
7.51
|
|
|
$
|
7.76
|
|
|
Percentage of dilution to new investors
|
|
|
75.1
|
%
|
|
|
77.6
|
%
|
For purposes of presentation, we have reduced our pro forma
net tangible book value after this offering (assuming no exercise of the underwriter’s over-allotment option) by $55,510,120
because holders of up to approximately 93% of our public shares may redeem their shares for a pro rata share of the aggregate amount
then on deposit in the trust account at a per-share redemption price equal to the amount in the trust account as set forth in our
tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two days prior to the commencement
of our tender offer or shareholders meeting, including interest (which interest shall be net of taxes payable), divided by the
number of Class A ordinary shares sold in this offering). The actual number of shares that may be redeemed could be higher than
the above amount provided that we meet the requirement to have net tangible assets of at least $5,000,001 immediately prior to
or upon consummation of our initial business combination.
The following table sets forth information with respect to our
initial shareholders and the public shareholders:
|
|
|
Shares Purchased
|
|
Total Consideration
|
|
Average Price per Share
|
|
|
|
Number
|
|
Percentage
|
|
Amount
|
|
Percentage
|
|
|
|
Initial Shareholders(1)
|
|
|
1,500,000
|
|
|
|
19.84
|
%
|
|
$
|
25,000
|
|
|
|
0.04
|
%
|
|
$
|
0.0167
|
|
|
Representative Shares
|
|
|
60,000
|
|
|
|
0.79
|
%
|
|
|
6
|
|
|
|
0.00
|
%
|
|
|
0.0001
|
|
|
Public Shareholders
|
|
|
6,000,000
|
|
|
|
79.37
|
%
|
|
|
60,000,000
|
|
|
|
99.96
|
%
|
|
|
10.00
|
|
|
|
|
|
7,560,000
|
|
|
|
100.00
|
%
|
|
$
|
60,025,006
|
|
|
|
100.00
|
%
|
|
|
|
|
|
_______________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Assumes no exercise of the over-allotment option and forfeiture by our sponsor of 225,000 founders shares.
|
The pro forma net tangible book value per share after this offering
is calculated as follows:
|
|
|
Without
Over-allotment
|
|
With
Over-allotment
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net tangible book deficit before this offering
|
|
$
|
(65,741
|
)
|
|
$
|
(65,741
|
)
|
|
Net proceeds from this offering and sale of the private warrants
|
|
|
60,500,000
|
|
|
|
69,500,000
|
|
|
Plus: Offering costs paid in advance, excluded from tangible book value
|
|
|
75,863
|
|
|
|
75,863
|
|
|
Less: Proceeds held in trust subject to redemption
|
|
|
(55,510,120
|
)
|
|
|
(64,510,120
|
)
|
|
|
|
$
|
5,000,002
|
|
|
$
|
5,000,002
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Class B ordinary shares outstanding prior to this offering
|
|
|
1,725,000
|
|
|
|
1,725,000
|
|
|
Class B ordinary shares forfeited if over-allotment is not exercised
|
|
|
(225,000
|
)
|
|
|
—
|
|
|
Class A ordinary shares included in the units offered
|
|
|
6,000,000
|
|
|
|
6,900,000
|
|
|
Representative shares
|
|
|
60,000
|
|
|
|
60,000
|
|
|
Less: Ordinary shares subject to redemption/tender
|
|
|
(5,551,012
|
)
|
|
|
(6,451,012
|
)
|
|
|
|
|
2,008,988
|
|
|
|
2,233,988
|
|
Capitalization
The following table sets forth our capitalization at October
9, 2019, and as adjusted to give effect to the sale of our 6,000,000 units in this offering for $60,000,000 (or $10.00 per unit)
and the sale of 2,350,000 private warrants for $2,350,000 (or $1.00 per warrant) and the application of the estimated net proceeds
derived from the sale of such securities:
|
|
|
October 9, 2019
|
|
|
|
Actual
|
|
As
Adjusted(2)
|
|
Note payable to related party(1)
|
|
$
|
5,000
|
|
|
$
|
—
|
|
|
Class A ordinary shares, subject to redemption; no shares actual and 5,551,012 shares as adjusted(3)
|
|
|
—
|
|
|
|
55,510,120
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
Preferred shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
|
|
—
|
|
|
|
—
|
|
|
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; no shares issued and outstanding, actual; 448,988 shares issued and outstanding (excluding 5,551,012 shares subject to possible redemption), as adjusted
|
|
|
—
|
|
|
|
45
|
|
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 1,785,000 and 1,560,000 shares issued and outstanding, actual and as adjusted, respectively(4)
|
|
|
178
|
|
|
|
156
|
|
|
Additional paid-in capital(5)
|
|
|
25,691
|
|
|
|
5,015,548
|
|
|
Accumulated deficit
|
|
|
(15,747
|
)
|
|
|
(15,747
|
)
|
|
Total shareholders’ equity
|
|
$
|
10,122
|
|
|
$
|
5,000,002
|
|
|
Total capitalization
|
|
$
|
15,122
|
|
|
$
|
60,510,122
|
|
|
_______________
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Our sponsor has agreed to loan us up to $150,000 under an unsecured promissory note to be used for a portion of the expenses
of this offering. As of October 9, 2019, we had borrowed $5,000 under the promissory note with our sponsor to be used for a portion
of the expenses of this offering.
|
|
|
(2)
|
Assumes the full forfeiture of 225,000 shares that are subject to forfeiture by our sponsor depending on the extent to which
the underwriter’s over-allotment option is exercised. The proceeds of the sale of such shares will not be deposited into
the trust account, the shares will not be eligible for redemption from the trust account nor will they be eligible to vote upon
the initial business combination.
|
|
|
(3)
|
Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem
their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two
business days prior to the consummation of the initial business combination, including interest (which interest shall be net of
taxes payable), subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of
$5,000,001 upon our initial business combination and any limitations (including, but not limited to, cash requirements) created
by the terms of the proposed business combination. The “as adjusted” amount of Class A ordinary shares, subject to
redemption equals the “as adjusted” total assets of $60,510,122, less the “as adjusted” total shareholders’
equity. The value of Class A ordinary shares that may be redeemed is equal to $10.00 per share (which is the assumed redemption
price) multiplied by 5,551,012 Class A ordinary shares, which is the estimated maximum number of Class A ordinary shares that may
be redeemed for a $10.00 purchase price per share and still maintain at least $5,000,001 of net tangible assets. The actual number
of Class A ordinary shares that may be redeemed may be above the foregoing figure provided we maintain at least $5,000,001 of net
tangible assets.
|
|
|
(4)
|
Actual share amount is prior to any forfeiture of founders shares by our sponsor and as adjusted share amount assumes full
forfeiture of 225,000 shares and no exercise of the underwriter’s over-allotment option.
|
|
|
(5)
|
The “as adjusted” additional paid-in capital calculation is equal to the “as adjusted” total shareholders’
equity of $5,000,002, minus Class A and Class B ordinary shares (par value) of $201, minus the accumulated deficit of $(15,747).
|
Management’s
Discussion and Analysis of Financial Condition
and Results of Operations
Overview
We are a blank check company incorporated as a Cayman Islands
exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses. We have not selected any business combination target
and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business
combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and
the sale of the private warrants, our shares, debt or a combination of cash, shares and debt.
The issuance of additional shares in a business combination:
|
|
·
|
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution
provisions of the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis
upon conversion of the Class B ordinary shares;
|
|
|
·
|
may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those
afforded our Class A ordinary shares;
|
|
|
·
|
could cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things,
our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present
officers and directors;
|
|
|
·
|
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of
a person seeking to obtain control of us; and
|
|
|
·
|
may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.
|
Similarly, if we issue debt securities or otherwise incur significant
indebtedness, it could result in:
|
|
·
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay
our debt obligations;
|
|
|
·
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we
breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation
of that covenant;
|
|
|
·
|
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
|
|
·
|
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such
financing while the debt is outstanding;
|
|
|
·
|
our inability to pay dividends on our Class A ordinary shares;
|
|
|
·
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available
for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate
purposes;
|
|
|
·
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
|
|
·
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in
government regulation; and
|
|
|
·
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,
execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
|
As indicated in the accompanying financial statements, at October
9, 2019, we had deferred offering costs of $75,863. Further, we expect to continue to incur significant costs in the pursuit of
our acquisition plans.
We cannot assure you that our plans to raise capital or to complete
our initial business combination will be successful.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any
revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this
offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination.
We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has
been no significant change in our financial or trading position and no material adverse change has occurred since the date of our
audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses
to increase substantially after the closing of this offering.
Liquidity and Capital Resources
Our liquidity needs have been satisfied prior to the completion
of this offering from the availability of up to $150,000 in loans from our sponsor under an unsecured promissory note. As of October
9, 2019, we had borrowed $5,000 under the promissory note. Further, we have incurred and expect to continue to incur significant
costs in pursuit of our financing and acquisition plans. Management’s plans to address this uncertainty through this offering
are discussed above. We cannot assure you that our plans to raise capital or to consummate an initial business combination will
be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
We estimate that the net proceeds from (1) the sale of the units
in this offering, after deducting offering expenses of $500,000 and underwriting commissions of $1,350,000 ($1,552,500 if the underwriter’s
over-allotment option is exercised in full), and (2) the sale of the private warrants for a purchase price of $2,350,000 (or $2,552,500
if the underwriter’s over-allotment option is exercised in full), will be $60,500,000 (or $69,500,000 if the underwriter’s
over-allotment option is exercised in full). Of this amount, $60,000,000 or $69,000,000 if the underwriter’s over-allotment
option is exercised in full will be deposited into the trust account. The funds in the trust account will be invested only in U.S.
government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries. The
remaining $500,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $500,000
we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held
outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less
than our estimate of $500,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding
amount.
We intend to use substantially all of the funds held in
the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of
taxes payable) to complete our initial business combination. We may withdraw interest to pay taxes, if any. Our annual income
tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We
expect the interest earned on the amount in the trust account will be sufficient to pay our taxes. We expect the only taxes
payable by us out of the funds in the trust account will be income taxes. To the extent that our ordinary shares or debt is used,
in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust
account will be used as working capital to finance the operations of the target business or businesses, make other
acquisitions and pursue our growth strategies.
Prior to the completion of our initial business combination,
we will have available to us $500,000 of proceeds held outside the trust account. We will use these funds primarily to identify
and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and
material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes
to the extent the interest earned on the trust account is not sufficient to pay our taxes.
In order to fund working capital deficiencies or finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our
officers and directors may, but are not obligated to, loan us funds as may be required. Any such loans would be on an interest-free
basis and would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial
business combination. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option
of the lender. The warrants would be identical to the private warrants issued to our sponsor. We do not expect to seek loans from
parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds
and provide a waiver against any and all rights to seek access to funds in our trust account.
We expect our primary liquidity requirements during that period
to include $150,000 for legal, accounting, due diligence, travel and other expenses in connection with any business combinations;
$50,000 for legal and accounting fees related to regulatory reporting requirements; $45,000 for Nasdaq continued listing fees;
$210,000 as administrative fees that shall be provided for in the Administrative Services Agreement that we will enter into with
our sponsor; and $45,500 for general working capital that will be used for miscellaneous expenses, including overhead, and reserves.
We do not believe we will need to raise additional funds following
this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of
identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than
the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business
combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because
we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in
which case we may issue additional securities or incur debt in connection with such business combination.
Controls and Procedures
We are not currently required to maintain an effective system
of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control
requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2020. Only in the event that we are deemed to be
a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, would we be required to
comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging
growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirement.
Prior to the closing of this offering, we have not completed
an assessment, nor have our auditors tested our systems, of internal controls. We expect to assess the internal controls of our
target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test
additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls.
A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls.
Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that
need improvement in areas such as:
|
|
·
|
staffing for financial, accounting and external reporting areas, including segregation of duties;
|
|
|
·
|
reconciliation of accounts;
|
|
|
·
|
proper recording of expenses and liabilities in the period to which they relate;
|
|
|
·
|
evidence of internal review and approval of accounting transactions;
|
|
|
·
|
documentation of processes, assumptions and conclusions underlying significant estimates; and
|
|
|
·
|
documentation of accounting policies and procedures.
|
Because it will take time, management involvement and perhaps
outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market
expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities,
particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also
take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal controls is complete,
we will retain our independent auditors to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley
Act. The independent auditors may identify additional issues concerning a target business’s internal controls while performing
their audit of internal control over financial reporting.
Quantitative and Qualitative Disclosures about Market Risk
The net proceeds of this offering and the sale of the private
warrants held in the trust account will be invested in U.S. government treasury bills with a maturity of 180 days or less or in
money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company
Act. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate
risk.
Related Party Transactions
In October 2019, our sponsor purchased 1,725,000 founders
shares for an aggregate purchase price of $25,000, or $0.0145 per share. At or prior to closing of this offering, our sponsor
intends to transfer 25,000 founder shares to Mr. Solano. Our initial shareholders will collectively own 20% of our issued and
outstanding shares after this offering (excluding the representative shares and assuming our initial shareholders do not purchase
any units in this offering). If we increase or decrease the size of this offering, we will effect a capitalization or share repurchase
or redemption or other appropriate mechanism, as applicable, with respect to our founders shares immediately prior to the consummation
of this offering in such amount as to maintain the number of founders shares at 20% of our issued and outstanding ordinary shares
upon the consummation of this offering (excluding the representative shares).
On or prior to the date of this prospectus, we will enter into
an Administrative Services Agreement pursuant to which we will pay our sponsor up to $10,000 per month for office space, administrative
and support services. Upon completion of our initial business combination or our liquidation, we will cease paying any of these
monthly fees.
Our sponsor, officers and directors, or any of their respective
affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on
a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates and will determine
which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket
expenses incurred by such persons in connection with activities on our behalf.
Our sponsor has agreed to loan us up to $150,000 under an unsecured
promissory note to be used for a portion of the expenses of this offering. As of October 9, 2019, we had borrowed $5,000 under
the promissory note with our sponsor to be used for a portion of the expenses of this offering. These loans are non-interest bearing,
unsecured and are due at the earlier of March 31, 2020 or the closing of this offering. These loans will be repaid upon completion
of this offering out of the $500,000 of offering proceeds that has been allocated for the payment of offering expenses (other than
underwriting commissions) not held in the trust account.
In addition, in order to finance transaction costs in connection
with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors
may, but are not obligated to, loan us funds as may be required. Any such loans would be on an interest-free basis and would be
repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The
warrants would be identical to the private warrants issued to our sponsor. We do not expect to seek loans from parties other than
our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a
waiver against any and all rights to seek access to funds in our trust account.
Our sponsor has committed to purchase an aggregate of 2,350,000
(or 2,552,500 if the underwriter’s over-allotment option is exercised in full) private warrants at a price of $1.00 per warrant
($2,350,000 in the aggregate or $2,552,500 in the aggregate if the underwriter’s over-allotment option is exercised in full)
in a private placement
that will occur simultaneously with the closing of this offering.
Each private placement warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject
to adjustment as provided herein. Our sponsor will be permitted to transfer the private warrants held by it to certain permitted
transferees, including our officers and directors and other persons or entities affiliated with or related to them, but the transferees
receiving such securities will be subject to the same agreements with respect to such securities as our sponsor. Otherwise, these
warrants will not, subject to certain limited exceptions, be transferable or salable until 30 days after the completion of our
initial business combination. The private warrants will be non-redeemable so long as they are held by our sponsor or its permitted
transferees. The private warrants may also be exercised by our sponsor or its permitted transferees for cash or on a cashless basis
and our sponsor and its permitted transferees will also have certain registration rights related to the private warrants, as described
below. Otherwise, the private warrants have terms and provisions that are identical to those of the warrants being sold as part
of the units in this offering.
Pursuant to a registration rights agreement that we will enter
into with our initial shareholders on or prior to the closing of this offering, we may be required to register certain securities
for sale under the Securities Act. These holders, and holders of warrants issued upon conversion of working capital loans, if any,
are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held
by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415
under the Securities Act. In addition, these holders have the right to include their securities in other registration statements
filed by us. However, the registration rights agreement provides that we will not permit any registration statement filed under
the Securities Act to become effective until the securities covered thereby are released from their lock-up restrictions, as described
herein. We will bear the costs and expenses of filing any such registration statements. See “Principal Shareholders—Registration
Rights.”
Off-Balance Sheet Arrangements; Commitments and Contractual
Obligations
As of October 9, 2019, we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS
Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will
qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of
new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant
dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements
may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits
of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the
JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among
other things: (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant
to Section 404 of the Sarbanes-Oxley Act; (2) provide all of the compensation disclosure that may be required of non-emerging growth
public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that may
be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional
information about the audit and the financial statements (auditor discussion and analysis); and (4) disclose certain executive
compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEO’s
compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of
our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
Proposed
Business
General
We are a newly incorporated blank check company incorporated
as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus
as our initial business combination. To date, our efforts have been limited to organizational activities and activities related
to this offering. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated
any substantive discussions, directly or indirectly, with any business combination target.
Our sponsor is an affiliate of LIV Capital, a private investment
firm founded in 2000 in order to make equity investments in high-growth businesses in Mexico or with a significant presence in
that country. LIV Capital has a deep history of successfully realizing returns on equity investments in a range of Mexican sectors
and companies and investing in various phases of growth and maturity. As a result, LIV Capital has established itself as one of
the main investment advisers in the country, raising several institutional funds. Throughout its almost twenty years, LIV Capital
has raised, administered and invested in six funds, focusing on Mexican companies and/or companies with a significant presence
in Mexico. Our LIV Capital Directors have substantial experience and expertise in the Mexican corporate market where they have
served as investors, operators, administrators and advisors. Collectively, our LIV Capital Directors have made private equity investments
in more than 20 companies and have transactional experience in more than 35 Mexican companies and 100 Latin American and U.S. companies.
Together, our LIV Capital Directors have more than 90 years of professional experience.
While we may pursue a business combination target in any business,
industry or geographical location, we intend to focus our search on Mexican target businesses (or non-Mexican target businesses
with a significant presence in Mexico). We intend to identify and acquire a business that could benefit from leveraging our extensive
operational, capital markets and investment management experience in the Mexican and Latin American markets and that presents the
potential for an attractive risk-adjusted return profile under our management. We will seek to capitalize on Mexico’s growing
and underinvested sectors, by seeking to meet the capital needs of high potential middle-market companies that are well positioned
in the competitive local and regional landscape and that have the potential to thrive as public businesses. LIV Capital has a dedicated
operations team that initially assists in due diligence processes and oversees the onboarding of new investments, negotiates with
management teams, assess key valuation metrics and develops initiatives to enhance the performance of the invested companies. We
anticipate utilizing LIV Capital's platform to provide us with access to its team, deal prospects and network, along with any necessary
resources to aid in the identification, diligence and operational support of a target for our initial business combination.
Mexico currently represents an attractive investment destination,
underpinned by stable macroeconomic fundamentals. The country’s US$2.5 trillion economy as of 2018 is globally integrated,
with approximately 90% of trade flowing through free trade agreements with 46 countries. From an economic growth perspective, Mexico
has delivered consistent results, with positive growth in gross domestic product since 2010. Despite lower oil prices, weak growth
in global trade volumes and political uncertainties stemming from the global spread of populist policies, we expect growth to continue
in the years ahead. The uncertainties surrounding the end of the North American Free Trade Agreement have subsided substantially
as a new treaty called the United States-Mexico-Canada Agreement has been signed by the presidents of the three countries, ratified
by Mexico and is soon expected to replace the North American Free Trade Agreement. While the new trade agreement is pending approval
by the legislative branches of Canada and the United States, this recent development is likely to reaffirm Mexico’s position
as a significant export-oriented manufacturing country and an important supply chain hub for industries ranging from automobiles,
to oil & gas and to medical devices. Mexico’s commitment to drive economic growth through global trade is further evidenced
by the signing and ratification of the Comprehensive and Progressive Agreement for Trans-Pacific Partnership, whose 11 signatories
represent approximately 13.5% of global gross domestic product.
Our LIV Capital Directors share a long collaboration history,
having worked together for approximately 21 years. Since its formation in early 2000, LIV Capital has raised six funds totaling
$375 million in committed capital, which
includes equity funds focused on investing in growth stage companies
and a venture capital fund. LIV Capital has become an institutionalized platform with the direction and leadership of our LIV Capital
Directors, as well as with the support of highly qualified internal investment, finance, legal, investor relations and support
teams, that are integral to the platform’s success.
Notwithstanding the foregoing, the past performance of our LIV
Capital Directors and other members of our management team is not a guarantee that we will be able to identify a suitable candidate
for our initial business combination or of success with respect to any business combination we may consummate. You should not rely
on the historical record of our management’s performance as indicative of our future performance.
Target Business Focus
We intend to focus our search on Mexican target businesses (or
non-Mexican target businesses with a significant presence in Mexico). However, we are not limited to companies in this geographic
area. We believe that there is a rich opportunity to focus on many Mexican growth-stage businesses that have limited access to
credit or other capital sources, and that have high-growth prospects and proven business models and are led by qualified entrepreneurs
and/or strong management teams that focus on value creation. This, we believe, will in turn result in the potential for attractive
entry valuations and a favorable investment climate for providers of intelligent capital. Mexico is an emerging economy with high
rates of growth projected for innovative businesses and relatively scarce equity financing available. We intend to capitalize on
this unfulfilled equity demand.
Mexico has established operators seeking access to capital and
managerial expertise. We intend to leverage our team’s collective managerial, operational, financial and transactional expertise
to build a strong business with competitive advantages to emerge as a leading public company.
We believe that many companies will need a partner that can
assist in providing a level of operational and financial expertise to support their growth. Our team includes a variety of professionals
who will assist a target business access the public markets. Our team consists of professionals who have decades of experience
in capital markets globally.
In addition, we intend to provide not only specific operating
expertise, but also strategic, marketing and planning guidance in conjunction with high-level access to relevant industry players.
We will seek to play an active role in the institutionalization of the target company, not only in terms of corporate governance
and information compliance, but also in strengthening management capacity by leading the selection of key individuals that complement
the skills of existing teams. Further, we believe that through our extensive networks and recognized position in the industry,
we will also help foster new sales, suppliers and strategic relationship opportunities, including joint ventures, acquisitions
and other partnerships that represent significant value creation opportunities for the target company.
Our acquisition plan is to utilize our management team’s
networks of potential transaction sources where we believe a combination of our management team’s relationships, knowledge
and experience could affect a positive transformation or augmentation of existing businesses or assets. Over the course of their
careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe
will serve as a useful source of acquisition opportunities. We plan to leverage relationships with management teams of public and
private companies, investment professionals at private equity firms and other financial sponsors, institutional investors, development
banks, owners of private businesses, investment bankers, restructuring advisers, consultants, attorneys and accountants, which
we believe should provide us with numerous business combination opportunities.
Following the completion of this offering, the members of our
management team plan to communicate with their networks of relationships to articulate the parameters for our search for a target
business and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads.
Notwithstanding the foregoing, effecting a business combination
with a company located in Mexico, or another jurisdiction outside of the United States, could subject us to a variety of additional
risks that may negatively impact our operations. See the risk factor titled “If we effect a business combination with
a company located in Mexico or outside of the United States, we would be subject to a variety of additional risks that may negatively
impact our operations” for more information on the risks attendant to acquiring a target business. Furthermore, if we
determine
to acquire a target business located outside of Mexico, the
positive aspects of consummating a business combination in Mexico would not be applicable to our business going forward.
Acquisition Criteria
Consistent with our business strategy, we have identified the
following general, non-exclusive criteria and guidelines that we believe are important in evaluating prospective targets for our
initial business combination. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide
to enter into our initial business combination with a target that does not meet one or more of these criteria and guidelines. We
expect to weigh potential upside from growth in the target business and an improved capital structure against any identified downside
risks. We intend to focus on target businesses that we believe:
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have the potential to further improve their performance from an active “hands-on” role in strategic, operational
and financial direction. We intend to look for targets that have clear opportunities for long-term sustainable growth that
may benefit from our transactional, financial, managerial and investment expertise as well as our extensive networks and insights.
We believe our management team has the skills and capabilities to enhance companies’ results and intend to develop greater
managerial depth and sophistication, facilitate new commercial opportunities and work closely with management in designing and
executing growth strategies;
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have a proven business model with consistent operational performance. We expect to target a business that has significant
commercial traction, robust growth potential and has historically exhibited profitability or has a clear path towards profitability;
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have top-tier proven executive management teams. We intend to seek a target that has an experienced managerial group
with a clear vision about how to grow their company based on a successful track record of achieving a relevant market position
in their industry;
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exhibit institutional-level operations and financial controls. We intend to seek a target that has the underlying infrastructure
and operations to build a public platform;
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have durable competitive advantages that are differentiated in the sector. We intend to acquire an asset that not only
benefits from secular tailwinds in its respective industry, but also exhibit hard-to-replicate competitive advantages amongst its
peers;
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may benefit from capital markets access. We intend to seek a target that may benefit from being, or has the potential
to become, a public company with an increased public profile, enhanced corporate governance and increased access to a more diversified
pool of capital; and
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exhibit unrecognized value and desirable returns on capital. We intend to look for targets that we believe have been
undervalued by the marketplace based on our analysis and due diligence review.
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These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these
general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. We
believe our management team’s extensive contacts, broad industry knowledge and highly regarded experience will yield a robust
deal flow from which we may select a target. We will seek to acquire the target on terms and in a manner that leverages our management
team’s experience. The potential upside from growth in the target business and an improved capital structure will be weighed
against any identified downside risks designed to balance value creation with capital preservation. In the event that we decide
to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we
will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related
to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender
offer materials that we would file with the SEC.
Competitive Strengths
Management Team
We believe that our management team’s
extensive relationships and excellent reputation throughout Mexico will enable us to identify business combination opportunities
with significant potential upside. We expect that our management team’s more than 90 years of combined experience in a wide
variety of industries, when paired with our management team’s ability to consistently perform under varying economic environments
in emerging markets, will be a differentiating factor that is highly attractive to potential target companies. In addition, we
believe our relationship with LIV Capital, with its deep history of successfully realizing returns on equity investments in a range
of Mexican sectors and companies, and investing in various phases of growth and maturity, will enhance our capabilities beyond
the management team to source and fulfill business combination opportunities.
Status as a Public Company
We believe that our structure will make us
an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative
to a traditional initial public offering through a merger or other business combination. In this situation, the owners of the target
business would exchange their shares of stock in the target business for our ordinary shares or for a combination of our ordinary
shares and cash, allowing us to tailor the consideration used in the transaction to the specific needs of the sellers. We believe
that target businesses might find this avenue a more certain and cost-effective method to becoming a public company than a typical
initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and
public reporting efforts that will likely not be present to the same extent in connection with a business combination with us.
Furthermore, once the business combination is consummated, the target business will have effectively become a public company, whereas
an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market
conditions that could prevent the offering from occurring. Once public, we believe the target business would then have greater
access to capital and an additional means of providing management incentives consistent with shareholders’ interests than
it would have as a privately-held company. Public company status can offer further benefits by enhancing a company’s profile
among potential new customers and vendors and attracting talented employees. While we believe that our status as a public company
will make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as
a blank check company as a deterrent and may prefer to effect a business combination with a more established entity or with a private
company. These limitations include constraints on our available financial resources, which may be inferior to those of other entities
pursuing the acquisition of similar target businesses; the requirement that we seek shareholder approval of a business combination
or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence of our outstanding
warrants, which may represent a source of future dilution.
Financial Position
With funds in the trust account of approximately
$60 million (or $69 million if the over-allotment option is exercised in full) available to use for a business combination (assuming
no shareholder seeks redemption of their shares or seeks to sell their shares to us in any tender offer in relation to such business
combination), we offer a target business a variety of options such as
providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital
for the potential growth and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because
we are able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing,
we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the
target business to fit its needs and desires. However, since we have no specific business combination under consideration, we have
not taken any steps to secure third party financing, and there can be no assurance that it will be available to us.
Effecting a Business Combination
General
We are not presently engaged in, and we will not engage in,
any substantive commercial business for an indefinite period of time following this offering. We intend to utilize cash derived
from the proceeds of this offering and the
private placement of private warrants, our capital stock, debt
or a combination of these in effecting a business combination which has not yet been identified. Accordingly, investors in this
offering are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business
combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial
additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be
adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control
and compliance with various federal and state securities laws. In the alternative, we may seek to consummate a business combination
with a company that may be financially unstable or in its early stages of development or growth. While we may seek to effect simultaneous
business combinations with more than one target business, we will probably have the ability, as a result of our limited resources,
to effect only a single business combination.
We Have Not Identified a Target Business
To date, we have not selected any target business on which to
concentrate our search for a business combination. None of our sponsor, officers, directors, promoters and other affiliates has
engaged in any substantive discussions on our behalf with representatives of other companies regarding the possibility of a potential
merger, capital stock exchange, asset acquisition or other similar business combination with us. Additionally, we have not engaged
or retained any agent or other representative to identify or locate such companies. As a result, we cannot assure you that we will
be able to locate a target business or that we will be able to engage in a business combination with a target business on favorable
terms or at all.
Subject to our management team’s pre-existing fiduciary
obligations and the fair market value requirement described below, we will have virtually unrestricted flexibility in identifying
and selecting a prospective acquisition candidate. We have not established any specific attributes or criteria (financial or otherwise)
for prospective target businesses other than as described above. Accordingly, there is no basis for investors in this offering
to evaluate the possible merits or risks of the target business with which we may ultimately complete a business combination. Although
our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will
properly ascertain or assess all significant risk factors.
Sources of Target Businesses
While we have not yet selected a target business with which
to consummate our initial business combination, we believe based on our management’s business knowledge and past experience
that there are numerous potential candidates. We expect that our principal means of identifying potential target businesses will
be through the extensive contacts and relationships of our sponsor, initial shareholders, officers and directors. While our officers
and directors are not required to commit any specific amount of time in identifying or performing due diligence on potential target
businesses, our officers and directors believe that the relationships they have developed over their careers and their access to
our sponsor’s contacts and resources will generate a number of potential business combination opportunities that will warrant
further investigation. We also anticipate that target business candidates will be brought to our attention from various unaffiliated
sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds
and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as
a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses they think
we may be interested in on an unsolicited basis, since many of these sources will have read this prospectus and know what types
of businesses we are targeting.
Our officers and directors must present to us all target business
opportunities that have a fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on
the income accrued in the trust account) at the time of the agreement to enter into the initial business combination, subject to
any pre-existing fiduciary or contractual obligations. While we do not presently anticipate engaging the services of professional
firms or other individuals that specialize in business acquisitions on any formal basis (other than EarlyBirdCapital, Inc. as described
elsewhere in this prospectus), we may engage these firms or other individuals in the future, in which event we may pay a finder’s
fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
In no event, however, will our sponsor, initial shareholders, officers, directors or their respective affiliates be paid any finder’s
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of
an initial business combination (regardless of the type of transaction that it is) other than the $10,000 administrative services
fee, the payment of consulting, success
or finder fees to our sponsor, officers, directors, initial
shareholders or their affiliates in connection with the consummation of our initial business combination, the repayment of the
$150,000 loan and reimbursement of any out-of-pocket expenses. Our audit committee will review and approve all reimbursements and
payments made to our sponsor, officers, directors or our or their respective affiliates, with any interested director abstaining
from such review and approval. We have no present intention to enter into a business combination with a target business that is
affiliated with any of our officers, directors or sponsor. However, we are not restricted from entering into any such transactions
and may do so if (i) such transaction is approved by a majority of our disinterested independent directors and (ii) we obtain an
opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that
the business combination is fair to our unaffiliated shareholders from a financial point of view.
Selection of a Target Business and Structuring of
a Business Combination
Subject to our management team’s pre-existing fiduciary
obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the trust account
(excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for
our initial business combination, as described below in more detail, and that we must acquire a controlling interest in the target
business, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business.
We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses. In evaluating
a prospective target business, our management may consider a variety of factors, including one or more of the following:
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financial condition and results of operation;
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brand recognition and potential;
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experience and skill of management and availability of additional personnel;
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stage of development of the products, processes or services;
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existing distribution and potential for expansion;
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degree of current or potential market acceptance of the products, processes or services;
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proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;
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impact of regulation on the business;
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regulatory environment of the industry;
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the target business’s compliance with U.S. federal law;
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costs associated with effecting the business combination;
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industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates;
and
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macro competitive dynamics in the industry within which the company competes.
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These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well
as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.
In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other
things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which
is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties
we may engage, although we have no current intention to engage any such third parties.
The time and costs required to select and evaluate a target
business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any
costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination
is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business
combination.
Fair Market Value of Target Business
Nasdaq listing rules require that the target business or businesses
that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account
(excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for
our initial business combination. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would
no longer be required to meet the foregoing 80% fair market value test.
We currently anticipate structuring a business combination to
acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business
combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets of
the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but
we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required
to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50%
or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority
interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result of the
issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own
less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity
interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such
business or businesses that is owned or acquired is what will be valued for purposes of the 80% of trust account balance test.
The fair market value of the target will be determined by our
board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential
sales, earnings, cash flow and/or book value). The proxy solicitation materials or tender offer documents used by us in connection
with any proposed transaction will provide public shareholders with our analysis of the fair market value of the target business,
as well as the basis for our determinations. If our board is not able to independently determine that the target business has a
sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent
entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria.
We will not be required to obtain an opinion from an investment
banking firm as to the fair market value if our board of directors independently determines that the target business complies with
the 80% threshold.
Lack of Business Diversification
We may seek to effect a business combination with more than
one target business, although we expect to complete our business combination with just one business. Therefore, at least initially,
the prospects for our success may be entirely dependent upon the future performance of a single business operation. Unlike other
entities which may have
the resources to complete several business combinations of entities
operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to
diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination
with only a single entity, our lack of diversification may:
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subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse
impact upon the particular industry in which we may operate subsequent to a business combination, and
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result in our dependency upon the performance of a single operating business or the development or market acceptance of a single
or limited number of products, processes or services.
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If
we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for
each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions,
which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions,
we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and
due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation
of the operations and services or products of the acquired companies in a single operating business.
Limited Ability to Evaluate the Target Business’
Management
Although we intend to scrutinize the management of a prospective
target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment
of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management
will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers
and directors, if any, in the target business following a business combination cannot presently be stated with any certainty. While
it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following
a business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to a business combination.
Moreover, they would only be able to remain with the company after the consummation of a business combination if they are able
to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place
simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the form
of cash payments and/or our securities for services they would render to the company after the consummation of the business combination.
While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target
business, their ability to remain with the company after the consummation of a business combination will not be the determining
factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, we cannot assure
you that our officers and directors will have significant experience or knowledge relating to the operations of the particular
target business.
Following a business combination, we may seek to recruit additional
managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit
additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve
an Initial Business Combination
In
connection with any proposed business combination, we will either (1) seek shareholder approval of our initial business combination
at a meeting called for such purpose at which shareholders may seek to convert their shares, regardless of whether they vote for
or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate amount then
on deposit in the trust account (net of taxes payable), or (2) provide our shareholders with the opportunity to
sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their
pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the
limitations described herein. The decision as to whether we will seek shareholder approval of a proposed business combination or
will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be
based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require
us to seek shareholder approval. If we determine to engage in a tender offer, such tender offer will be structured so that each
shareholder
may tender all of his, her or its shares rather than some pro
rata portion of his, her or its shares. In that case, we will file tender offer documents with the SEC which will contain substantially
the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.
Whether we seek shareholder approval or engage in a tender offer, we will consummate our initial business combination only if we
have net tangible assets of at least $5,000,001 upon such consummation and, if we seek shareholder approval, a majority of the
outstanding ordinary shares voted are voted in favor of the business combination.
We
chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under
the Securities Act of 1933, as amended. However, if we seek to consummate an initial business combination with a target business
that imposes any type of working capital closing condition or requires us to have a minimum amount of
funds available from the trust account upon consummation of such initial business combination, we may need to have more than $5,000,001
in net tangible assets upon consummation and this may force us to seek third party financing which may not be available on terms
acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able
to locate another suitable target within the applicable time period, if at all. Public shareholders may therefore have to wait
21 months from the closing of this offering in order to be able to receive a pro rata share of the trust account. Our sponsor,
initial shareholders, officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any
proposed business combination, (2) not to convert any ordinary shares in connection with a shareholder vote to approve
a proposed initial business combination and (3) not sell any ordinary shares in any tender in connection with a proposed
initial business combination.
None of our officers, directors, sponsor, initial shareholders
or their affiliates has indicated any intention to purchase units or Class A ordinary shares in this offering or from persons in
the open market or in private transactions. However, if we hold a meeting to approve a proposed business combination and a significant
number of shareholders vote, or indicate an intention to vote, against such proposed business combination or that they wish to
have their shares redeemed, our officers, directors, sponsor, initial shareholders or their affiliates could make such purchases
in the open market or in private transactions in order to influence the vote and reduce the number of redemptions. Notwithstanding
the foregoing, our officers, directors, sponsor, initial shareholders and their affiliates will not make purchases of Class A ordinary
shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential
manipulation of a company’s stock.
Conversion Rights
At
any meeting called to approve an initial business combination, public shareholders may seek to convert their shares, regardless
of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate
amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination,
less any taxes then due but not yet paid. Alternatively, we may provide our public shareholders with the opportunity to sell their
Class A ordinary shares to us through a tender offer (and thereby avoid
the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust
account, less any taxes then due but not yet paid.
Our
sponsor, initial shareholders and our officers and directors will not have conversion rights with respect to any ordinary
shares owned by them, directly or indirectly, whether acquired prior to this offering or purchased by them in this offering
or in the aftermarket. Additionally, the holders of the representative shares will not have conversion rights with respect
to the representative shares.
We
may require public shareholders, whether they are a record holder or hold their shares in “street name,” to either
(i) tender their certificates to our transfer agent or (ii) deliver
their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)
System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with the
proposal to approve the business combination.
There is a nominal cost associated with the above-referenced
delivery process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically
charge the tendering broker $45.00 and it would be up to the broker whether or not to pass this cost on to the holder. However,
this fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights. The need to deliver
shares is a requirement of exercising conversion rights regardless of the timing of when such delivery must be effectuated. However,
in the event we require shareholders seeking to exercise conversion rights prior to the
consummation of the proposed business combination and the proposed
business combination is not consummated this may result in an increased cost to shareholders.
Any proxy solicitation materials we furnish to shareholders
in connection with a vote for any proposed business combination will indicate whether we are requiring shareholders to satisfy
such certification and delivery requirements. Accordingly, a shareholder would have from the time the shareholder received our
proxy statement up until two business days prior to the scheduled vote on the proposal to approve the business combination to deliver
his, her or its shares if he, she or it wishes to seek to exercise his conversion rights. This time period varies depending on
the specific facts of each transaction. However, as the delivery process can be accomplished by the shareholder, whether or not
he, she or it is a record holder or his, her or its shares are held in “street name,” in a matter of hours by simply
contacting the transfer agent or his broker and requesting delivery of his, her or its shares through the DWAC System, we believe
this time period is sufficient for an average investor. However, we cannot assure you of this fact. Please see the risk factor
titled “In connection with any shareholder meeting called to approve a proposed initial business combination, we may require
shareholders who wish to convert their shares in connection with a proposed business combination to comply with specific requirements
for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising
their rights” for further information on the risks of failing to comply with these requirements.
Any
request to convert such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or the
expiration of the tender offer. Furthermore, if a holder of Class A ordinary shares delivered his certificate in connection
with an election of their conversion and subsequently decides prior to the applicable date not to elect to exercise such rights,
he or she may simply request that the transfer agent return the certificate (physically or electronically).
If
the initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise
their conversion rights would not be entitled to convert their shares for the applicable pro rata share of the trust account.
In such case, we will promptly return any shares delivered by public holders.
Redemption of Public Shares and Liquidation if No Initial
Business Combination
Our sponsor, officers and directors have agreed that we will
have only 21 months from the closing of this offering to complete our initial business combination. If we are unable to complete
our initial business combination within such 21-month period, we will: (1) cease all operations except for the purpose of winding
up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000
of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued
and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case
to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail
to complete our initial business combination within the 21-month time period.
Our initial shareholders have entered into a letter agreement
with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their
founders shares if we fail to complete our initial business combination within 21 months from the closing of this offering. However,
if our initial shareholders acquire public shares, they will be entitled to liquidating distributions from the trust account with
respect to such public shares if we fail to complete our initial business combination within the allotted 21-month time frame.
Our sponsor, officers and directors have agreed, pursuant to
a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association
(A) that would affect our public shareholders’ ability to convert or sell their shares to us in connection with a business
combination as described herein or to modify the substance or timing of our obligation to redeem 100% of our public shares if we
do not complete our initial business combination within 21 months from the closing of this offering or (B) with respect to any
other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public
shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable),
divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination (so that we
do not then become subject to the SEC’s “penny stock” rules).
We expect that all costs and expenses associated with implementing
our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $500,000 of proceeds
held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if
those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent
that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us
an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of the net proceeds of this offering
and the sale of the private warrants, other than the proceeds deposited in the trust account, and without taking into account interest,
if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately
$10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have
higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received
by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that
we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors, service providers
(other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of
our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach
of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case
in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any
third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform
an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver
only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party
consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants
that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In
addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any
reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed
time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required
to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following
redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our
independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed
entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or
(2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to
reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except
as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as
to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under
the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor
will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether
our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities
of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve
for such obligations. None of our other officers will indemnify us for claims by third parties including, without limitation, claims
by vendors and prospective target businesses.
In the event that the proceeds in the trust account are reduced
below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation
of the trust account, due to
reductions in the value of the trust assets, in each case net
of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification
obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine
whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our
independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us,
it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be
substantially less than $10.00 per share.
We will seek to reduce the possibility that our sponsor will
have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than
our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us
waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be
liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities
under the Securities Act. We will have access to up to $500,000 from the proceeds of this offering and the sale of the private
warrants, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation,
currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined
that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable
for claims made by creditors. In the event that our offering expenses exceed our estimate of $500,000, we may fund such excess
with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the
trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate
of $500,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
If we file a winding-up or bankruptcy petition or an involuntary
winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject
to applicable insolvency law, and may be included in our insolvency estate and subject to the claims of third parties with priority
over the claims of our shareholders. To the extent any insolvency claims deplete the trust account, we cannot assure you we will
be able to return $10.00 per share to our public shareholders. Additionally, if we file a winding-up or bankruptcy petition or
an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders
could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a bankruptcy court
could seek to recover some or all amounts received by our shareholders. Furthermore, our board may be viewed as having breached
its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of
punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure
you that claims will not be brought against us for these reasons.
Our public shareholders will be entitled to receive funds from
the trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in
connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described
herein, (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and
restated memorandum and articles of association (A) that would affect our public shareholders’ ability to convert or sell
their shares to us in connection with a business combination as described herein or to modify the substance or timing of our obligation
to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of
this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination
activity and (3) the redemption of our public shares if we are unable to complete our initial business combination within 21 months
from the closing of this offering, subject to applicable law and as further described herein. In no other circumstances will a
shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection
with our initial business combination, a shareholder’s voting in connection with our initial business combination alone will
not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder
must have also exercised its redemption rights described above.
Amended and Restated Memorandum and Articles of Association
Our amended and restated memorandum and articles of association
will contain certain requirements and restrictions relating to this offering that will apply to us until the completion of our
initial business combination. Our amended and restated memorandum and articles of association contains a provision which provides
that, if we seek to amend
our amended and restated memorandum and articles of association
(A) that would affect our public shareholders’ ability to convert or sell their shares to us in connection with a business
combination as described herein or to modify the substance or timing of our obligation to redeem 100% of our public shares if we
do not complete our initial business combination within 21 months from the closing of this offering or (B) with respect to any
other provision relating to shareholders’ rights or pre-initial business combination activity, we will provide public shareholders
with the opportunity to redeem their public shares in connection with any such amendment. Specifically, our amended and restated
memorandum and articles of association will provide, among other things, that:
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prior to the completion of our initial business combination, we shall either (1) seek shareholder approval of our initial business
combination at a meeting called for such purpose at which public shareholders may elect to redeem their public shares without voting,
and if they do vote, irrespective of whether they vote for or against the proposed business combination, or (2) provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination by means of a tender offer (and thereby avoid the need for a shareholder vote), in each in cash, for an amount payable
in cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the completion of our
initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then
issued and outstanding public shares, subject to the limitations described herein;
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we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon completion
of our initial business combination and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary
shares voted are voted in favor of the business combination;
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if our initial business combination is not consummated within 21 months from the closing of this offering, then our existence
will terminate and we will distribute all amounts in the trust account; and
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prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (1)
receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination or (b)
to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate
a business combination beyond 21 months from the closing of this offering or (y) amend the foregoing provisions.
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These provisions cannot be amended without the approval of holders
of at least two-thirds of our ordinary shares. In the event we seek shareholder approval in connection with our initial business
combination, our amended and restated memorandum and articles of association will provide that we may consummate our initial business
combination only if approved by a majority of the ordinary shares voted by our shareholders at a duly held shareholders meeting.
Additionally, our amended and restated memorandum and articles
of association provides that, prior to our initial business combination, only holders of our founders shares will have the right
to vote on the election of directors and that holders of a majority of our founders shares may remove a member of the board of
directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended
by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter
submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required
by law, holders of our founders shares and holders of our public shares will vote together as a single class, with each share entitling
the holder to one vote
Comparison of redemption or purchase prices in connection
with our initial business combination and if we fail to complete our initial business combination.
The following table compares the redemptions and other permitted
purchases of public shares that may take place in connection with the completion of our initial business combination and if we
are unable to complete our initial business combination within 21 months from the closing of this offering.
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Redemptions
in Connection
with our Initial Business
Combination
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Other
Permitted Purchases of
Public Shares by our Affiliates
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Redemptions
if we fail to
Complete an Initial Business
Combination
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Calculation of redemption price
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Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination and any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.
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If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. None of the funds in the trust account will be used to purchase shares in such transactions.
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If we are unable to complete our initial business combination within 21 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares.
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Impact to remaining shareholders
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The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as
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If the permitted purchases described above are made, there will be no impact to our remaining shareholders because the purchase price would not be paid by us.
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The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only
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Redemptions
in Connection
with our Initial Business
Combination
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Other
Permitted Purchases of
Public Shares by our Affiliates
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Redemptions
if we fail to
Complete an Initial Business
Combination
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interest on the funds held in the trust account).
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remaining shareholders after such redemptions.
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Comparison of This Offering to Those of Blank Check Companies
Subject to Rule 419
The following table compares the terms of this offering to the
terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds,
underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company
subject to Rule 419, and that the underwriters will not exercise the over-allotment option. None of the provisions of Rule 419
apply to our offering.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Escrow of offering proceeds
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$60,000,000 of the proceeds of this offering and the sale of the private warrants will be deposited into a United States-based trust account at with Continental Stock Transfer & Trust Company acting as trustee
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Approximately $52,785,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
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Investment of net proceeds
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$60,000,000 of the proceeds of this offering and the sale of the private warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
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Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
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Receipt of interest on escrowed funds
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Interest on proceeds from the trust account to be paid to shareholders is reduced by (1) any taxes paid or payable and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.
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Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Limitation on fair value or net assets of target business
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Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.
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The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
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Trading of securities issued
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The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 90th day following the date of this prospectus unless EarlyBirdCapital, Inc. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter’s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter’s over-allotment option
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No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
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Exercise of the warrants
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The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering.
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The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
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Election to remain an investor
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A prospectus containing information pertaining to the business combination required by the SEC would be sent to each
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the completion of our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules to hold a shareholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting
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investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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of the company. Additionally, each public shareholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed business combination.
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Business combination deadline
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If we are unable to complete an initial business combination within 21 months from the closing of this offering, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
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If an acquisition has not been completed within 21 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Release of funds
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Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, and up to $100,000 of interest that may be needed to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) that would affect our public shareholders’ ability to convert or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we are unable to complete our initial business combination within 21 months from the closing of this offering, subject to applicable law.
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The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
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Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote
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If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our
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Since blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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public shareholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions
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Tendering share certificates in connection with redemption rights
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We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would up to two days prior to the vote on the business combination to tender its shares if it wishes to seek to exercise its redemption rights.
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In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such shareholders to arrange for them to deliver their certificate to verify ownership.
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Competition
We expect to encounter intense competition from other entities
having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to
acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors
possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will
be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses
we could potentially acquire with the net proceeds of this offering and the sale of the private warrants, our ability to compete
with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,
in the event we seek shareholder
approval of our initial business combination and we are obligated
to pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our initial business
combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.
Conflicts of Interest
All of our executive officers and certain of our directors have
or may have fiduciary and contractual duties to certain companies in which they have invested. These entities may compete with
us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it.
However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination.
Certain of our officers and directors presently have, and any
of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer
or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers
or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business
combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however,
that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete
our initial business combination.
Indemnity
Our sponsor has agreed that it will be liable to us if and to
the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a
prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the
trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the
date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest
which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek
access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain
liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have
not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s
only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not
asked our sponsor to reserve for such obligations.
Facilities
We currently maintain our executive offices at Torre Virreyes,
Pedregal No. 24, floor 6-601, Col. Molino del Rey, México, CDMX, 11040. The cost for the space is included in the up to
$10,000 monthly fee that we will pay our sponsor for office space, administrative and support services. We consider our current
office space adequate for our current operations.
Employees
We currently have two executive officers and do not intend
to have more than one full-time employee prior to the completion of our initial business combination. Members of our management
team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as
they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such
person will devote in any time period may vary based on whether a target business has been selected for our initial business combination
and the current stage of the business combination process.
Periodic Reporting and Financial Information
We will register our units, Class A ordinary shares and warrants
under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports
with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited
and reported on by our independent registered public auditors.
We will provide shareholders with audited financial statements
of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to
assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or
be reconciled to, U.S. GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to
be audited in accordance with PCAOB standards. These financial statement requirements may limit the pool of potential target businesses
we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial
statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.
We will be required to evaluate our internal control procedures
for the fiscal year ending December 31, 2020 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large
accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our
internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the
Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
Prior to the effectiveness of the registration statement of
which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our
securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under
the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange
Act prior or subsequent to the completion of our initial business combination.
We are an “emerging growth company,” as defined
in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions
from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute
payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active
trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that
an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend
to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier
of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we
have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which
means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal
year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities
during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated
with it in the JOBS Act.
Additionally, we are a “smaller reporting company”
as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company
until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250
million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such
completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of
that year’s second fiscal quarter.
Legal Proceedings
There is no material litigation, arbitration or governmental
proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members
of our management team have not been subject to any such proceeding in the 12 months preceding the date of this prospectus.
Management
Directors, Director Nominees and Executive Officers
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Name
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Age
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Title
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Alexander R. Rossi
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51
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Chief Executive Officer and Chairman
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Humberto Zesati
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51
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Director
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Miguel Ángel Dávila
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54
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Director
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José Antonio Solano Arroyo
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63
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Director Nominee
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Luis Rodrigo Clemente Gamero
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49
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Chief Financial Officer
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Our directors, director nominees and executive officers are
as follows:
Alexander R. Rossi has
been the Chairman of our Board of Directors and has served as our Chief Executive Officer since our inception. Since 2006, Mr. Rossi has served as
Managing Partner of LIV Capital Group, a leading private investment firm in Mexico. From 1996 to 2006, Mr. Rossi served as Managing
Director of Communications Equity Associates, LLC (“CEA”), a merchant and investment bank specializing in the media,
communications and technology sectors. Prior to joining CEA, Mr. Rossi held position at Bancomer Securities International, a Mexican
Investment Bank, Smith Barney International and PaineWebber Incorporated. Mr. Rossi currently serves on the board of several Mexican
companies. Mr. Rossi has an MBA from New York University’s Stern School of Business (1995) and a BA in Economics and Art
History from Williams College (1990). We believe Mr. Rossi’s more than 25 years of experience makes him well qualified to
serve as a director and Chief Executive Officer.
Humberto Zesati has been a member
of our Board of Directors since October 2019. Since 2006, Mr. Zesati has served as Managing Partner of LIV Capital Group. From
1999 to 2006, Mr. Zesati served as Managing Director of Latin Idea.com, LLC, the predecessor of LIV Capital. Prior to founding
Latin Idea.com, LLC, Mr. Zesati was Managing Director of Grupo Infinitti, S.A. de C.V., a Mexican real estate company focused on
tourism. Mr. Zesati currently serves on the board of several Mexican companies. Mr. Zesati has an MBA from New York University’s
Stern School of Business (1996) and a BA in Economics from Universidad Iberoamericana (1992). We believe Mr. Zesati’s more
than 20 years of experience makes him well qualified to serve as a director.
Miguel Ángel Dávila has been a
member of our Board of Directors since October 2019. Since 2009, Mr. Dávila has served as Managing Partner of LIV Capital.
Mr. Dávila founded Cinemex, the largest capitalized venture start-up in Mexican history and a leading Mexican chain of
cinemas, in 1993 and served as its Chief Executive Officer until 2008. Prior to founding Cinemex, Mr. Dávila was a Business
Analyst of McKinsey & Company, an American worldwide management consulting firm. Mr. Dávila currently serves on the
board of several Mexican companies and Endeavor México, a not-for-profit organization leading the high-impact entrepreneurship
movement around Mexico and the world. Mr. Dávila has an MBA from Harvard Business School (1993) and a CPA from Instituto
Tecnológico Autónomo de México (1989). We believe Mr. Dávila’s more than 25 years of experience
makes him well qualified to serve as a director.
Jose Antonio Solano Arroyo will be appointed
as a member of our board of directors in connection with this offering. Since January 2002, Mr. Solano has been general director
and shareholder of Diseño y Gestión Empresarial S.C., a company that provides consulting services in Mexico. From
January 2002 to April 2016, Mr. Solano served as director and shareholder of Recuperación Crediticia de Mexico S.C., a
collection agency. From June 2000 to November 2001, Mr. Solano was the Chief Executive Officer of retail operations at Citibank,
Grupo Financiero. From 1992 to May 2000, Mr. Solano acted as Chief Executive Officer of retail operations at Grupo Financiero
Serfin, which provides commercial banking services and other financial services to individuals and businesses, and which was later
merged into Grupo Financiero Santander Mexicano. From 1990 to 1992, Mr. Solano acted as executive director of private banking
investments at Operadora de Bolsa S.A. de C.V., a securities brokerage company. As of the date hereof, Mr. Solano serves on the
board of directors and executive committees of several other companies including Central de Corretajes S.A.P.I. de C.V., Industrial
and Commercial Bank of China (ICBC) and Concrédito (Fin Útil, S.A. de C.V. SOFOM ENR). During his career, Mr. Solano
has also served on the board of directors and executive committees of several other companies including BEPENSA S.A. de C.V.,
Fondo Nacional de Infraestructura, Grupo Financiero Intercam S.A., Grupo Financiero Interacciones S.A., Buró de Crédito
de México SA de C.V., Total System Services de México, S.A. de C.V., Visa International México, S.A. de C.V.
and Impulsora del Fondo Mexico, S.C. Mr. Solano received an MA in economics from the University of Boston in 1980, an MA in economic
policy from the University of Boston in 1981, and a PhD in Economics from the University of Boston in 1982. We believe Mr. Solano’s
more than 29 years of experience makes him well qualified to serve as a director.
Luis Rodrigo Clemente Gamero has served as our
Chief Financial Officer since October 2019. From 2016 to present, Mr. Gamero has served as Chief Financial Officer of LIV
Capital. From 2014 to 2016, Mr. Gamero served as Chief Financial Officer of Grupo Diagnostico Proa, a leading medical
diagnosis and clinical analysis laboratories company in Mexico. Mr. Gamero has been working in finance for 26 years and has
acted as Chief Financial Officer in several industries, such as entertainment, retail, gaming, medical diagnosis and clinical
analysis laboratories and private equity firms. He has also served on the board of directors and executive committees of
several companies including Administradora Mexicana de Hipódromo, S. A de C. V., Impulsora de Centros de
Entretenimiento las Américas, S.A.P.I. de C.V., Promociones Recreativas Mexicanas, S.A. de C.V., Calle de
Entretenimiento de las Américas, S. A. de C. V., Entretenimiento Recreativo, S. A. de C. V., Entretenimiento Virtual,
S. A. de C. V., Hotel de Entretenimiento de las Américas, S. A. de C. V., Centro de Convenciones las Américas,
S. A. de C. V., Impulsora Recreativa de Entretenimiento AMH, S. A. de C. V., Juegamax de las Américas, S. A. de C. V.,
Servicios Administrativos del Hipódromo S. A. de C. V., Servicios Compartidos en Factor Humano Hipódromo S. A.
de C. V., Comercializadora de Sortijuegos, S. A. de C. V. Mr. Gamero holds a CPA from Universidad de Guadalajara in Jalisco
Mexico and an MBA from ITAM in Mexico City. We believe Mr. Gamero´s more than 26 years of experience make well
qualified to serve as Chief Financial Officer.
Number, Terms of Office and Election of Officers and Directors
Upon the effectiveness of the registration statement of which
this prospectus forms a part, we expect that our board of directors will consist of four members. Our board of directors is
divided into two classes with only one class of directors being elected in each year and each (except for those directors appointed
prior to our first annual meeting of shareholders) serving a two-year term. The term of office of the first class of directors
will expire at our first annual meeting of shareholders and the term of office of the second class of directors will expire at
our second annual meeting of shareholders. We may not hold an annual meeting of shareholders until after we consummate our initial
business combination (unless required by Nasdaq). Subject to any other special rights applicable to the shareholders, any vacancies
on our board of directors may be filled by the affirmative vote of a majority of the
directors present and voting at the meeting of our board or
by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our founders shares).
medical diagnosis and clinical analysis laboratories and private equity firms. He has also served on the board of directors
and executive committees of several companies. Mr. Gamero holds a CPA from Universidad de Guadalajara in Jalisco Mexico and
an MBA from ITAM in Mexico City. We believe Mr. Gamero´s more than 26 years of experience make well qualified to serve
as Chief Financial Officer.
Our officers are elected by the board of directors and serve
at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to
appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.
Our amended and restated memorandum and articles of association will provide that our officers may consist of a Chairman, a Chief
Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries,
a Treasurer and such other offices as may be determined by the board of directors.
Upon the completion of this
offering, we intend to search for and hire a new Chief Executive Officer who will work exclusively for our Company and oversee
our day-to-day operations. It is intended that Mr. Rossi would remain as Chairman of the Board at that time.
Director Independence
Nasdaq listing standards require that a majority of our board
of directors be independent within one year of our initial public offering. An “independent director” is defined generally
as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent
judgment in carrying out the responsibilities of a director. Our board of directors has determined that José Antonio Solano
Arroyo is an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only independent directors are present.
Officer and Director Compensation
None of our officers or directors have received or, prior to
our initial business combination, will receive any cash compensation for services rendered to us. We will pay our sponsor up to
$10,000 per month for office space, administrative and support services. Our sponsor, officers and directors, or any of their respective
affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on
a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates.
After the completion of our initial business combination, directors
or members of our management team who remain with us may be paid consulting, management or other compensation from the combined
company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy
solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount
of such compensation will be known at the time, because the directors of the post-combination business will be responsible for
determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our
initial business combination will be determined by a compensation committee constituted solely by independent directors.
We are not party to any agreements with our executive officers
and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting
arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe
that the ability of our management to remain with us after the completion of our initial business combination should be a determining
factor in our decision to proceed with any potential business combination.
Committees of the Board of Directors
Pursuant to Nasdaq listing rules we will establish three standing
committees - an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating
committee, each comprised of independent directors. Under Nasdaq listing rule 5615(b)(1), a company listing in connection with
its initial public offering is permitted to phase in its compliance with the independent committee requirements. With respect to
the audit, compensation and nominating committees we intend to rely on the phase-in schedules set forth in Nasdaq listing rule
5615(b)(1).
Audit Committee
Upon the effectiveness of the registration statement of which
this prospectus forms a part, we will establish an audit committee of the board of directors. Our audit committee will initially
consist of one member, Mr. Solano. Mr. Solano will serve as chairman of the audit committee. We intend to identify two additional
independent directors to serve on the audit committee within the applicable time periods set forth in Nasdaq’s phase-in
rules for newly listed companies.
Each member of the audit committee is or will be financially
literate and our board of directors has determined that Mr. Solano qualifies as an “audit committee financial expert”
as defined in applicable SEC rules and has accounting or related financial management expertise.
We will adopt an audit committee charter, which will detail
the purpose and principal functions of the audit committee, including:
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assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements,
(3) our independent auditor’s qualifications and independence and (4) the performance of our internal audit function and
independent auditors;
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the appointment, compensation, retention, replacement and oversight of the work of the independent auditors and any other independent
registered public accounting firm engaged by us;
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pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting
firm engaged by us and establishing pre-approval policies and procedures;
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reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their
continued independence;
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setting clear hiring policies for employees or former employees of the independent auditors;
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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
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obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s
internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer
review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding
five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
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meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and
the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”;
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reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated
by the SEC prior to us entering into such transaction; and
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reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance
matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that
raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards
or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
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Compensation Committee
Upon the effectiveness of the registration statement of which
this prospectus forms a part, we will establish a compensation committee of the board of directors. Our compensation committee
will initially consist of one member, Mr. Solano. Mr. Solano will serve as chairman of the compensation committee. We intend to
identify two additional independent directors to serve on the compensation committee within the applicable time periods set forth
in Nasdaq’s phase-in rules for newly listed companies. We will adopt a compensation committee charter, which will detail
the purpose and responsibility of the compensation committee, including:
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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s
compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining
and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
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reviewing and making recommendations to our board of directors with respect to the compensation and any incentive-compensation
and equity-based plans that are subject to board approval of all of our other officers;
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reviewing our executive compensation policies and plans;
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implementing and administering our incentive compensation equity-based remuneration plans;
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assisting management in complying with our proxy statement and annual report disclosure requirements;
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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers
and employees;
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producing a report on executive compensation to be included in our annual proxy statement; and
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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
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The charter will also provide that the compensation committee
may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser
and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before
engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee
will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Nominating Committee
Upon the effectiveness of the registration statement of which
this prospectus forms a part, we will establish a nominating committee of the board of directors. Our nominating committee will
initially consist of one member, Mr. Solano. Mr. Solano will serve as chairman of the nominating committee. We intend to identify
two additional independent directors to serve on the nominating committee within the applicable time periods set forth in Nasdaq’s
phase-in rules for newly listed companies. We will adopt a nominating committee charter, which will detail the purpose and responsibilities
of the nominating committee, including:
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identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the
board, and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders
or to fill vacancies on the board of directors;
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developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
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coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and
management in the governance of the company; and
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reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
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The charter will also provide that the nominating committee
may, in their sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates,
and will be directly responsible for approving the search firm’s fees and other retention terms.
We have not formally established any specific, minimum qualifications
that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for
director, the board of directors considers educational background, diversity of professional experience, knowledge of our business,
integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Compensation Committee Interlocks and Insider Participation
None of our officers currently serves, and in the past year
has not served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving
on our board of directors.
Code of Ethics
Prior to the effectiveness of the registration statement of
which this prospectus is a part, we will have adopted a code of ethics applicable to our directors, officers and employees (our
“Code of Ethics”). Our Code of Ethics will be available on our website upon the completion of this offering. Our Code
of Ethics is a “code of ethics,” as defined in
Item 406(b) of Regulation S-K. We will make any legally required
disclosures regarding amendments to, or waivers of, provisions of our Code of Ethics on our website.
Conflicts of Interest
All of our executive officers and certain of our directors have
or may have fiduciary and contractual duties to certain companies in which they have invested. These entities may compete with
us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it.
However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination.
Under Cayman Islands law, directors and officers owe the following
fiduciary duties:
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duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
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duty to exercise authority for the purpose for which it is conferred;
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duty to not improperly fetter the exercise of future discretion;
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duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal
interests; and
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duty to exercise independent judgment.
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In addition to the above, directors also owe a duty of care,
which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both
the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are
carried out by that director in relation to the company and the general knowledge, skill and experience which that director has.
As set out above, directors have a duty not to put themselves
in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their
position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven
and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by
way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval
at general meetings.
Certain of our officers and directors presently have, and any
of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer
or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers
or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business
combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however,
that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete
our initial business combination.
Potential investors should also be aware of the following potential
conflicts of interest:
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None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts
of interest in allocating his or her time among various business activities.
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In the course of their other business activities, our officers and directors may become aware of investment and business opportunities
that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may
have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete
description of our management’s other affiliations, see “—Directors, Director Nominees and Executive Officers.”
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Our initial shareholders have agreed to waive their redemption rights with respect to their founders shares and any public
shares held by them in connection with the completion of our initial business combination. Our directors and officers have also
entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired
by them, if any. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founders
shares if we fail to consummate our initial business combination within 21 months after the closing of this offering. However,
if our initial shareholders or any of
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our officers, directors or affiliates acquire public shares in or after this offering, they
will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate
our initial business combination within the prescribed time frame. If we do not complete our initial business combination within
such applicable time period, the proceeds of the sale of the private warrants held in the trust account will be used to fund the
redemption of our public shares, and the private warrants will expire worthless. With certain limited exceptions, the founders
shares will not be transferable, assignable or salable by our initial shareholders until the earlier of (1) one year after the
completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, amalgamation, share
exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders
having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the
last reported sale price of our Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share
dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after our initial business combination, the founders shares will be released
from the lock-up. With certain limited exceptions, the private warrants and the Class A ordinary shares underlying such warrants,
will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination.
Since our sponsor and officers and directors may directly or indirectly own ordinary shares and warrants following this offering,
our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate
business with which to effectuate our initial business combination.
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Our officers and directors may negotiate employment or consulting agreements with a target business in connection with a particular
business combination. These agreements may provide for them to receive compensation following our initial business combination
and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.
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Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if
the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement
with respect to our initial business combination.
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The conflicts described above may not be resolved in our favor.
Accordingly, as a result of multiple business affiliations,
our officers and directors have similar legal obligations relating to presenting business opportunities meeting the above-listed
criteria to multiple entities. Below is a summary of the entities and businesses to which our officers, directors and director
nominees currently have fiduciary duties or contractual obligations:
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Alexander R. Rossi, Humberto Zesati and Miguel Ángel Dávila currently have fiduciary duties or contractual obligations
to LIV Capital (private equity fund manager) and LIV Capital’s current portfolio companies, which include: Screencast (digital-out-of-home
advertising), YellowPepper (mobile banking, digital payments and loyalty solutions provider), Ánima Estudios (animation
and media company), Logyt (consulting and logistics firm), WOBI (executive education and content firm), CENTRO (higher education
institution focused on creativity and design), Boletia (ticket distribution company), Econduce (network of shared electric motor
bikes), CENCOR (financial services), Grupo Proa (medical laboratory company), BIVA (stock exchange), Nubity (cloud management,
monitoring and devops as a service company), and Reservamos (multi-modal travel booking engine).
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Alexander R. Rossi also currently has fiduciary duties or contractual obligations to Cynalex Productions (theater and movie
production company).
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Humberto Zesati also currently has fiduciary duties or contractual obligations to Special Olympics México (non-for-profit
whose mission is to provide year-round sports training and athletic competition for children and adults with intellectual disabilities)
and Fóndika (investment funds manager).
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Miguel Ángel Dávila also currently has fiduciary duties or contractual obligations to Endeavor México
(high-impact entrepreneurship network).
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José Antonio Solano Arroyo currently has fiduciary duties or contractual obligations to Diseño y Gestión
Empresarial S.C., Central de Corretajes S.A.P.I. de C.V., Industrial and Commercial Bank of China (ICBC) and Concrédito
(Fin Útil, S.A. de C.V. SOFOM ENR).
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Luis Rodrigo Clemente Gamero currently has fiduciary duties or contractual obligations to LIV Capital.
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Accordingly, if any of the above officers or directors
become aware of a business combination opportunity which is suitable for any of the above entities to which he or she has
then-current fiduciary or contractual obligations, he or she may need to honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such entity, and only present it to us if such entity chooses
not to pursue the opportunity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that
any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our initial
business combination.
We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business
combination with such a company, we would obtain an opinion from an independent investment banking firm or from an independent
accounting firm, that such an initial business combination is fair to our company from a financial point of view.
In addition, our sponsor or any of its affiliates may make additional
investments in the company in connection with the initial business combination, although our sponsor and its affiliates have no
obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed
investments could influence our sponsor’s motivation to complete an initial business combination.
In the event that we submit our initial business combination
to our public shareholders for a vote, our initial shareholders have agreed, pursuant to the terms of a letter agreement entered
into with us, to vote their founders shares (and their permitted transferees will agree) and any public shares held by them in
favor of our initial business combination. Our directors and officers have also entered into the letter agreement, imposing similar
obligations on them with respect to public shares acquired by them, if any.
Limitation on Liability and Indemnification of Officers
and Directors
Cayman Islands law does not limit the extent to which a company’s
memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against
willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association
will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability
incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.
We may purchase a policy of directors’ and officers’
liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in
some circumstances and insures us against our obligations to indemnify our officers and directors. We also intend to enter into
indemnity agreements with them.
Our officers and directors have agreed to waive any right, title,
interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or
claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek
recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be
satisfied by us if we (i) have sufficient funds outside of the trust account or (ii) consummate an initial business combination.
Furthermore, a
shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage
awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity
agreements are necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors and officers or persons controlling us pursuant to the foregoing provisions, we have
been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Principal
Shareholders
The following table sets forth information regarding the beneficial
ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A ordinary
shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:
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each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
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each of our officers, directors and director nominees; and
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all our officers, directors and director nominees as a group.
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Unless otherwise indicated, we believe that all persons named
in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following
table does not reflect record or beneficial ownership of the private warrants as these warrants are not exercisable within 60 days
of the date of this prospectus.
The post-offering ownership percentage column below assumes
that the underwriters do not exercise the over-allotment option, that our sponsor forfeits 225,000 founders shares and that there
are 7,560,000 ordinary shares issued and outstanding after this offering.
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Name
and Address of Beneficial Owner(1)
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Number
of Class A Shares Beneficially
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Approximate Percentage of Issued and Outstanding Ordinary Shares
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Owned(2)
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Before
Offering
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After
Offering
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LIV Capital Acquisition Sponsor, L.P.
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1,500,000 (3)
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96.15
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%
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19.84
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%
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Alexander R. Rossi
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—
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—
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—
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Humberto Zesati
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—
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—
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—
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Miguel Ángel Dávila
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—
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—
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—
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José Antonio Solano Arroyo(4)
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—
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—
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—
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Luis Rodrigo Clemente Gamero
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—
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—
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—
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—
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—
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—
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—
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—
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—
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All directors, director nominees and officers as a group (five individuals)
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—
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—
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—
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_______________
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(1)
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Unless otherwise noted, the business address of each of the following entities or individuals is Torre Virreyes Pedregal No.
24, Piso 6-601 Col. Molino del Rey, México, CDMX, C.P. 11040.
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(2)
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Interests shown consist solely of founders shares, classified as Class B ordinary shares. Such shares will automatically convert
into Class A ordinary shares on the first business day following our initial business combination on a one-for-one basis, subject
to adjustment as described below adjacent to the caption “Description of Securities—Founders shares.”
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(3)
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Messrs. Rossi, Zesati and Dávila are the three managers of our sponsor's general partner, LIV GP Master, S.A.P.I. de
C.V. Any action by our sponsor’s general partner with respect to our company or the founders shares, including voting and
dispositive decisions, requires a majority vote of the managers of our sponsor’s general partner. Under the so-called “rule
of three,” because voting and dispositive decisions are made by a majority of the managers of our sponsor's general partner,
none of the managers of our sponsor’s general partner is deemed to be a beneficial owner of our sponsor’s securities,
even those in which he holds a pecuniary interest. Accordingly, none of Messrs. Rossi, Zesati and Dávila is deemed to have
or share beneficial ownership of the founders shares held by our sponsor.
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(4)
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Does not reflect 25,000 founders shares that out sponsor intends to transfer to Mr. Arroyo at or prior to closing of
this offering.
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Immediately after this offering, our initial shareholders will
beneficially own 20.0% of the then issued and outstanding ordinary shares (excluding the representative shares and assuming our
initial shareholders do not purchase any other units in this offering). Prior to our initial business combination, only holders
of our founders
shares will have the right to vote on the election of directors,
and holders of a majority of our founders shares may remove a member of the board of directors for any reason. In addition, because
of their ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring
approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval
of significant corporate transactions. If we increase or decrease the size of this offering, we will effect a capitalization or
share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our founders shares immediately prior
to the consummation of this offering in such amount as to maintain the number of founders shares at 20% of our issued and outstanding
ordinary shares upon the consummation of this offering (excluding the representative shares).
Our sponsor has committed, pursuant to a written agreement,
to purchase an aggregate of 2,350,000 (or 2,552,500 if the underwriter’s over-allotment option is exercised in full) private
warrants at a price of $1.00 per warrant ($2,350,000 in the aggregate or $2,552,500 in the aggregate if the underwriter’s
over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering.
Each private placement warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject
to adjustment as provided herein. The purchase price of the private warrants will be added to the proceeds from this offering to
be held in the trust account. If we do not complete our initial business combination within 21 months from the closing of this
offering, the proceeds of the sale of the private warrants held in the trust account will be used to fund the redemption of our
public shares, and the private warrants will expire worthless. The private warrants are subject to the transfer restrictions described
below. The private warrants will not be redeemable by us so long as they are held by our sponsor or its permitted transferees.
If the private warrants are held by holders other than our sponsor or its permitted transferees, the private warrants will be redeemable
by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Otherwise,
the private warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this
offering.
Our sponsor and our officers and directors are deemed to be
our “promoters” as such term is defined under the federal securities laws. See “Certain Relationships and Related
Party Transactions” for additional information regarding our relationships with our promoters.
Transfers of Founders shares and Private Warrants
The founders shares, private warrants and any Class A ordinary
shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the
letter agreement with us to be entered into by our initial shareholders. Those lock-up provisions provide that such securities
are not transferable or salable (1) in the case of the founders shares, until the earlier of (A) one year after the completion
of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price
of the Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances,
subdivisions, reorganizations, recapitalizations and the like and as otherwise described in this prospectus) for any 20 trading
days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following
the completion of our initial business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization
or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares
for cash, securities or other property, and (2) in the case of the private warrants and the respective Class A ordinary shares
underlying such warrants, until 30 days after the completion of our initial business combination, except in each case (a) to our
officers or directors, any affiliates or family members of any of our officers or directors, any partners of our sponsor, or any
affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or
to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or
to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the
individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers
made in connection with the consummation of a business combination at prices no greater than the price at which the securities
were originally purchased; (f) in the event of our liquidation prior to our completion of our initial business combination; (g)
by virtue of the laws of the Cayman Islands or our sponsor’s exempted limited partnership agreement, as amended, upon liquidation
of our sponsor; or (h) in the event of our completion of a liquidation, merger, amalgamation, share exchange, reorganization or
other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for
cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in
the case of clauses (a)
through (e) and (g) these permitted transferees must enter into
a written agreement agreeing to be bound by these transfer restrictions.
Registration Rights
The holders of the founders shares, representative shares, private
warrants and any warrants that may be issued on conversion of working capital loans (and any ordinary shares issuable upon the
exercise of the private warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founders
shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective
date of this offering requiring us to register such securities for resale. The holders of these securities will be entitled to
make up to three demands, excluding short form registration demands, that we register such securities. In addition, the holders
have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion
of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under
the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed
under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (1) in the case of
the founders shares, on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent
to our initial business combination, (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.50 per
share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,
or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, amalgamation,
share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to
exchange their Class A ordinary shares for cash, securities or other property, and (2) in the case of the representative shares,
private warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of our initial
business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Certain
Relationships and Related Party Transactions
In October 2019, our sponsor purchased 1,725,000 founders shares for an aggregate purchase price of $25,000,
or $0.0145 per share. At or prior to closing of this offering, our sponsor intends to transfer 25,000 founder shares to Mr. Solano.
Our initial shareholders will collectively own 20% of our issued and outstanding shares after this offering (assuming our initial
shareholders do not purchase any other units in this offering and excluding the representative shares). If we increase or decrease
the size of this offering, we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as
applicable, with respect to our founders shares immediately prior to the consummation of this offering in such amount as to maintain
the number of founders shares at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding
the representative shares).
Our sponsor has committed, pursuant to a written agreement,
to purchase an aggregate of 2,350,000 (or 2,552,500 if the underwriter’s over-allotment option is exercised in full) private
warrants for a purchase price of $1.00 per warrant in a private placement that will occur simultaneously with the closing of this
offering. Each private placement warrant may be exercised for one Class A ordinary share at a price of $11.50 per share, subject
to adjustment as provided herein. The private warrants (including the Class A ordinary shares issuable upon exercise of the private
warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion
of our initial business combination.
On or prior to the date of this prospectus, we will enter into
an Administrative Services Agreement pursuant to which we will pay our sponsor up to $10,000 per month for office space, administrative
and support services. Upon completion of our initial business combination or our liquidation, we will cease paying any of these
monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 21 months, our sponsor
will be paid up to $10,000 per month ($210,000 in the aggregate) for office space, administrative and support services and will
be entitled to be reimbursed for any out-of-pocket expenses.
Our sponsor, officers and directors, or any of their respective
affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on
a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates and will determine
which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket
expenses incurred by such persons in connection with activities on our behalf.
Our sponsor has agreed to loan us up to $150,000 under an unsecured
promissory note to be used for a portion of the expenses of this offering. As of October 9, 2019, we had borrowed $5,000 under
the promissory note with our sponsor to be used for a portion of the expenses of this offering. These loans are non-interest bearing,
unsecured and are due at the earlier of March 31, 2020 or the closing of this offering. These loans will be repaid upon completion
of this offering out of the $500,000 of offering proceeds that has been allocated for the payment of offering expenses (other than
underwriting commissions) not held in the trust account. The value of our sponsor’s interest in this loan transaction corresponds
to the principal amount outstanding under any such loan.
In addition, in order to finance transaction costs in connection
with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors
may, but are not obligated to, loan us funds as may be required. Any such loans would be on an interest-free basis and would be
repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The
warrants would be identical to the private warrants issued to our sponsor. We do not expect to seek loans from parties other than
our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a
waiver against any and all rights to seek access to funds in our trust account.
After our initial business combination, members of our management
team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being
fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable,
furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such
tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable,
as it will be up to the directors of the post-combination business to determine executive and director compensation.
We have entered into a registration rights agreement with respect
to the founders shares, private warrants and warrants issued upon conversion of working capital loans (if any), which is described
under the heading “Principal Shareholders—Registration Rights.”
Related Party Policy
We have not yet adopted a formal policy for the review, approval
or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified
in accordance with any such policy.
Prior to the consummation of this offering, we will adopt our
Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved
by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under
our Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including
any indebtedness or guarantee of indebtedness) involving the company.
In addition, our audit committee, pursuant to a written charter
that we will adopt prior to the consummation of this offering, will be responsible for reviewing and approving related party transactions
to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present
at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members
of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members
of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, officers or directors, or our or any of their affiliates.
These procedures are intended to determine whether any such
related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,
employee or officer.
To further minimize conflicts of interest, we have agreed not
to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors
unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking
firm or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.
Furthermore, no finder’s fees, reimbursements or cash
payments will be made by us to our sponsor, officers or directors, or our or any of their affiliates, for services rendered to
us prior to or in connection with the completion of our initial business combination, other than the following payments, none of
which will be made from the proceeds of this offering and the sale of the private warrants held in the trust account prior to the
completion of our initial business combination:
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Repayment of an aggregate of up to $150,000 in loans that may be made to us by our sponsor to cover offering-related and organizational
expenses;
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Payment to our sponsor of up to $10,000 per month for office space, administrative and support services;
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Payment of consulting, success or finder fees to our sponsor, officers,
directors, initial shareholders or their affiliates in connection with the consummation of our initial business combination;
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Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;
and
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Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors
to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be
convertible into warrants, at a price of $1.00 per warrant, at the option of the lender.
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The above payments may be funded using the net proceeds of this
offering and the sale of the private warrants not held in the trust account or, upon completion of the initial business combination,
from any amounts remaining from the proceeds of the trust account released to us in connection therewith.
Description
of Securities
We are a Cayman Islands exempted company (company number 355887)
and our affairs will be governed by our amended and restated memorandum and articles of association, the Companies Law and common
law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which will be adopted upon
the consummation of this offering, we will be authorized to issue ordinary shares, including 200,000,000 Class A ordinary shares,
$0.0001 par value each, and 20,000,000 Class B ordinary shares, par value $0.0001 per share, as well as 1,000,000 undesignated
preferred shares, $0.0001 par value each. The following description summarizes the material terms of our shares as set out more
particularly in our amended and restated memorandum and articles of association. Because it is only a summary, it may not contain
all the information that is important to you.
Units
Each unit consists of one Class A ordinary share and one warrant.
Each warrant entitles the holder to purchase one Class A ordinary share. Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of Class A ordinary shares. This means that only a warrant may be exercised at any
given time by a warrant holder.
The Class A ordinary shares and warrants will begin to trade
separately on the 90th day after the date of this prospectus unless EarlyBirdCapital, Inc. informs us of its decision to allow
earlier separate trading, provided that in no event may the Class A ordinary shares and warrants be traded separately until we
have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross
proceeds of this offering. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option
to continue to hold units or separate their units into the component pieces.
We will file a Current Report on Form 8-K which includes an
audited balance sheet promptly upon the consummation of this offering. The audited balance sheet will reflect proceeds we receive
from the exercise of the over-allotment option, if the over-allotment option is exercised on the date of this prospectus. If the
over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K to provide updated
financial information to reflect the exercise of the over-allotment option. We will also include in this Form 8-K, an amendment
thereto, or in a subsequent Form 8-K information indicating if EarlyBirdCapital, Inc. has allowed separate trading of the Class
A ordinary shares and warrants prior to the 90th day after the date of this prospectus.
Ordinary Shares
Prior to the date of this prospectus, there were 1,785,000 Class
B ordinary shares issued and outstanding, 1,725,000 of which were held of record by our sponsor. Our sponsor will forfeit up to
225,000 Class B ordinary shares depending on the extent to which the underwriter’s over-allotment is not exercised so that
our sponsor will own 20% of our issued and outstanding shares after this offering (excluding the representative shares and assuming
our initial shareholder does not purchase any units in this offering). Upon the closing of this offering, 7,560,000 ordinary shares
will be issued and outstanding (assuming no exercise of the underwriter’s over-allotment option and forfeiture of 225,000
Class B ordinary shares by our sponsor) including:
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6,000,000 Class A ordinary shares underlying the units being offered in this offering;
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1,500,000 Class B ordinary shares held by our initial shareholders; and
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60,000 Class B ordinary shares held by EarlyBirdCapital, Inc. and its designees.
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If we increase or decrease the size of this offering, we will
effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our founders
shares immediately prior to the consummation of this offering in such amount as to maintain the number of founders shares at 20%
of our issued and outstanding ordinary shares upon the consummation of this offering (excluding the representative shares).
Class A ordinary shareholders and Class B ordinary shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders, except as required by law;
provided that, prior to our initial business combination, only holders of our Class B ordinary shares will have the right to vote
on the election of directors, and holders of a majority of our Class B ordinary shares may remove a member of the board of directors
for any reason. With respect to any other matter submitted to
a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law,
holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class. Unless specified
in the Companies Law, our amended and restated memorandum and articles of association or applicable stock exchange rules, the affirmative
vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval
of certain actions will require a special resolution under Cayman Islands law and pursuant to our amended and restated memorandum
and articles of association; such actions include amending our amended and restated memorandum and articles of association and
approving a statutory merger or consolidation with another company. Directors are elected for a term of two years. There is no
cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the founders
shares voted for the election of directors can elect all of the directors prior to our initial business combination. Our shareholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
Because our amended and restated memorandum and articles of
association will authorize the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which
we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder
approval in connection with our initial business combination.
In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There
is no requirement under the Companies Law for us to hold annual or general meetings to elect directors. Until we hold an annual
general meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management.
We will provide our public shareholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of
then issued and outstanding public shares, subject to the limitations described herein. At the completion of our initial business
combination, we will be required to purchase any Class A ordinary shares properly delivered for redemption and not withdrawn. The
amount in the trust account is initially anticipated to be $10.00 per public share. Additionally, each public shareholder may elect
to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed
business combination. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to their founders shares and any public shares held by them in connection with the
completion of our initial business combination. Our directors and officers have also entered into the letter agreement, imposing
similar obligations on them with respect to public shares acquired by them, if any. Permitted transferees of our initial shareholders,
officers or directors will be subject to the same obligations.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended
and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such
shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section
13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the ordinary
shares sold in this offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would
not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell
such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to
the Excess Shares if we complete the business combination. As a result, such shareholders will continue to hold that number of
shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially
at a loss.
If we seek shareholder approval in connection with our initial
business combination, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms
of a letter agreement entered into with us, to vote their founders shares and any public shares held by them in favor of our initial
business combination. As a result, in addition to our initial shareholders’ founders shares, we would need 2,220,001, or
37.0%, of the 6,000,000
public shares sold in this offering to be voted in favor of
a transaction (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), subject to
any higher threshold as is required by Cayman Islands or other applicable law, in order to have such initial business combination
approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect
to public shares acquired by them, if any.
Pursuant to our amended and restated memorandum and articles
of association, if we are unable to complete our initial business combination within 21 months from the closing of this offering,
we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than
10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which
interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will
completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions,
if any) and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. Our initial shareholders have entered into a letter agreement
with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect
to their founders shares if we fail to complete our initial business combination within 21 months from the closing of this offering.
However, if our initial shareholders acquire public shares after this offering, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed
time period.
In the event of a liquidation, dissolution or winding up of
the company after a business combination, our shareholders at such time will be entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having
preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund
provisions applicable to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem their
public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable), upon the completion of our initial business combination, subject to the limitations
described herein.
Founders Shares
The founders shares are designated as Class B ordinary shares
and are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founders shares
have the same shareholder rights as public shareholders, except that: (1) prior to our initial business combination, only holders
of the founders shares have the right to vote on the election of directors and holders of a majority of our founders shares may
remove a member of the board of directors for any reason; (2) the founders shares are subject to certain transfer restrictions,
as described in more detail below; (3) our initial shareholders have entered into a letter agreement with us, pursuant to which
they have agreed to waive: (x) their redemption rights with respect to their founders shares and any public shares held by them
in connection with the completion of our initial business combination (and not seek to sell its shares to us in any tender offer
we undertake in connection with our initial business combination); (y) their redemption rights with respect to their founders shares
and any public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum
and articles of association (A) that would affect our public shareholders’ ability to convert or sell their shares to us
in connection with a business combination as described herein or to modify the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering
or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;
and (z) their rights to liquidating distributions from the trust account with respect to any founders shares they hold if we fail
to complete our initial business combination within 21 months from the closing of this offering (although they will be entitled
to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial
business combination within the prescribed time frame); (4) the founders shares will automatically convert into our Class A ordinary
shares as described below and (5) the founders shares are entitled to registration rights. In addition, our directors and officers
have also entered into the letter agreement with respect to public shares acquired by them, if any.
The founders shares will automatically convert into Class A
ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis,
subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities convertible
or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in this offering and related
to the closing of our initial business combination, the ratio at which founders shares will convert into Class A ordinary shares
will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of
Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of this offering plus the number of Class
A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (net
of redemptions), excluding the representative shares and any Class A ordinary shares or equity-linked securities issued, or to
be issued, to any seller in our initial business combination and any private warrants issued to our sponsor, an affiliate of our
sponsor or any of our officers or directors.
With certain limited exceptions, the founders shares are not
transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,
each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial
business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of the ordinary
shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our
initial business combination, or (y) the date following the completion of our initial business combination on which we complete
a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our public
shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Register of Members
Under Cayman Islands law, we must keep a register of members
and there shall be entered therein:
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the names and addresses of the members and a statement of the shares held by each member and of the amount paid or agreed to
be considered as paid on the shares of each member;
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the date on which the name of any person was entered on the register as a member; and
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the date on which any person ceased to be a member.
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Under Cayman Islands law, the register of members of our company
is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact on the matters
referred to above unless rebutted) and a member registered in the register of members shall be deemed as a matter of Cayman Islands
law to have legal title to the shares as set against its name in the register of members. Upon the closing of this public offering,
the register of members shall be immediately updated to reflect the issue of shares by us. Once our register of members has been
updated, the shareholders recorded in the register of members shall be deemed to have legal title to the shares set against their
name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination
on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order
that the register of members maintained by a company should be rectified where it considers that the register of members does not
reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect
of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
Preferred Shares
Our amended and restated memorandum and articles of association
will authorize 1,000,000 preferred shares and will provide that preferred shares may be issued from time to time in one or more
series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative,
participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the
shares of each series. Our board of directors will be able to, without shareholder approval, issue preferred shares with voting
and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could
have anti-takeover effects. The ability of our board of directors to issue preferred shares without shareholder
approval could have the effect of delaying, deferring or preventing
a change of control of us or the removal of existing management. We have no preferred shares issued and outstanding at the date
hereof. Although we do not currently intend to issue any preferred shares, we cannot assure you that we will not do so in the future.
No preferred shares are being issued or registered in this offering.
Warrants
No warrants are currently outstanding. Each warrant entitles
the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of 30 days after the completion of an initial business combination or 12 months from
the closing of this offering. However, no warrants will be exercisable for cash unless we have an effective and current registration
statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such
Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable
upon exercise of the public warrants is not effective within 60 business days following the consummation of
our initial business combination, warrant holders may, until such time as there is an effective registration statement and during
any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant
to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption,
or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event,
each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the
quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by
the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair
market value. The “fair market value” for this purpose will mean the average reported last sale price of the Class
A ordinary shares for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on
the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon
redemption or liquidation.
The private warrants, as well as any warrants underlying additional
units we issue to our sponsor, officers, directors or their affiliates in payment of working capital loans made to us, will be
identical to the warrants underlying the units being offered by this prospectus except that such warrants will be exercisable for
cash or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still
held by our sponsor or its permitted transferees.
We may call the warrants for redemption (excluding the private
warrants and any warrants underlying additional units issued to our sponsor, initial shareholders, officers, directors or their
affiliates in payment of working capital loans made to us), in whole and not in part, at a price of $0.01 per warrant,
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at any time after the warrants become exercisable,
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upon not less than 30 days’ prior written notice of redemption to each warrant holder,
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if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted
for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period
commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant
holders; and
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if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying
such warrants.
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The right to exercise will be forfeited unless the warrants
are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant
will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.
The redemption criteria for our warrants have been established
at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient
differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result
of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.
If we call the warrants for redemption as described above, our
management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”
In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares
equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied
by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the
fair market value. The “fair market value” shall mean the average reported last sale price of the Class A ordinary
shares for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the
holders of warrants.
The warrants will be issued in registered form under a warrant
agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision,
but requires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding public warrants in
order to make any change that adversely affects the interests of the registered holders.
The exercise price and number of Class A ordinary shares issuable
on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances
of Class A ordinary shares at a price below their respective exercise prices.
In addition, if (x) we issue additional Class A ordinary shares
or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at
a Newly Issued Price of less than $9.20 per Class A ordinary share, (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination
on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20
per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of
(i) the Market Value or (ii) the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the
nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.
The warrants may be exercised upon surrender of the warrant
certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side
of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified
or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or
privileges of holders of Class A ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary
shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for
each share held of record on all matters to be voted on by shareholders.
Under the terms of the warrant agreement, we have agreed to
use our best efforts to have declared effective a prospectus relating to the Class A ordinary shares issuable upon exercise of
the warrants and keep such prospectus current until the expiration of the warrants. However, we cannot assure you that we will
be able to do so and, if we do not maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise
of the warrants, holders will be unable to exercise their warrants for cash and we will not be required to net cash settle or cash
settle the warrant exercise.
Warrant holders may elect to be subject to a restriction on
the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent
that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the Class A ordinary shares
outstanding.
No fractional shares will be issued upon exercise of the warrants.
If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,
round up to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder.
Dividends
We have not paid any cash dividends on our Class A ordinary
shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to
completion of a business combination. The payment of any dividends
subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention
of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not
anticipate declaring any dividends in the foreseeable future.
Our Transfer Agent and Warrant Agent
The transfer agent for our ordinary shares and warrant agent
for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and
employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed
or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad
faith of the indemnified person or entity.
Certain Differences in Corporate Law
Cayman Islands companies are governed by the Companies Law.
The Companies Law is modeled on English Law but does not follow recent English Law statutory enactments and differs from laws applicable
to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions
of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements. In certain circumstances,
the Companies Law allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted
company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).
Where the merger or consolidation is between two Cayman Islands
companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information.
That plan of merger or consolidation must then be authorized by (a) a special resolution (at least a majority of 66 2/3% in value
who attend and vote at a general meeting) of the shareholders of each company; and (b) such other authorization, if any, as may
be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between
a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary
company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless
the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies
Law (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger
or consolidation.
Where the merger or consolidation involves a foreign company,
the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are
required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out
below have been met: (1) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the
foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements
of those constitutional documents have been or will be complied with; (2) that no petition or other similar proceeding has been
filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions;
(3) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect
of the foreign company, its affairs or its property or any part thereof; and (4) that no scheme, order, compromise or other similar
arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue
to be suspended or restricted; and (5) there is no other reason why it would be against the public interest to permit the merger
or consolidation.
Where the surviving company is the Cayman Islands exempted company,
the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made
due enquiry, they are of the opinion that the requirements set out below have been met: (1) that the foreign company is able to
pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors
of the foreign company; (2) that in respect of the transfer of any security interest granted by the foreign company to the surviving
or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted
by and has been approved in accordance with the constitutional
documents of the foreign company; and (c) the laws of the jurisdiction
of the foreign company with respect to the transfer have been or will be complied with; and (3) that the foreign company will,
upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant
foreign jurisdiction.
The Companies Law provides for a right of dissenting shareholders
to be paid a payment of the fair value of his or her shares upon their dissenting to the merger or consolidation in certain circumstances
if they follow a prescribed procedure. In essence, where such rights apply, that procedure is as follows: (a) the shareholder must
give his or her written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation,
including a statement that the shareholder proposes to demand payment for his or her shares if the merger or consolidation is authorized
by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent
company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following
receipt of such notice from the constituent company, give the constituent company a written notice of his or her intention to dissent
including, among other details, a demand for payment of the fair value of his or her shares; (d) within seven days following the
date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger
or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must
make a written offer to each dissenting shareholder to purchase his or her shares at a price that the company determines is the
fair value and if the company and the shareholder agrees to the price within 30 days following the date on which the offer was
made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fails to agree to a price within
such 30-day period, within 20 days following the date on which such 30-day period expires, the company (and any dissenting shareholder)
must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a
list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not
been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares
together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting
shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination
of fair value is reached. These rights of a dissenting shareholder are not to be available in certain circumstances, for example,
to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized
interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any
company listed on a national securities exchange or shares of the surviving or consolidated company, or in the context of a parent
and subsidiary merger.
Moreover, Cayman Islands law also has separate statutory provisions
that facilitate the reconstruction or amalgamation of companies in certain circumstances, such schemes of arrangement will generally
be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands
as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to
a scheme of arrangement (the procedures of which are more rigorous and take longer to complete than the procedures typically required
to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class
of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value
of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at
a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must
be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court
the view that the transaction should not be approved, the court can be expected to approve the arrangement if it is satisfied that:
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we are not proposing to act illegally or beyond the scope of our corporate authority and we have complied with the statutory
provisions as to majority vote;
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the shareholders have been fairly represented at the meeting in question;
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the arrangement is such as a business-person would reasonably approve; and
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the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would
amount to a “fraud on the minority.”
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If a scheme of arrangement or takeover offer (as described below)
is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be
available to dissenting shareholders of U.S. corporations, providing rights to receive payment in cash for the judicially determined
value of the shares.
Squeeze-out Provisions. When a takeover offer is made
and accepted by holders of 90% of the shares to whom the offer relates within four months, the offeror may, within a two-month
period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made
to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion
or inequitable treatment of the shareholders.
Further, transactions similar to a merger, reconstruction and/or
an amalgamation may in some circumstances be achieved through other means to these statutory provisions, such as a share capital
exchange, asset acquisition or control, through contractual arrangements, of an operating business.
Shareholders’ Suits. Our Cayman Islands counsel
is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in
the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability of such actions. In most cases, we will
be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors
usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which
would in all likelihood be of persuasive authority and applied by a court in the Cayman Islands, exceptions to the foregoing principle
apply in circumstances in which:
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a company is acting, or proposing to act, illegally or beyond the scope of its authority;
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the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the
number of votes that have actually been obtained; or
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those who control the company are perpetrating a “fraud on the minority.”
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A shareholder may have a direct right of action against us where
the individual rights of that shareholder have been infringed or are about to be infringed.
Enforcement of Civil Liabilities. The Cayman Islands
has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally,
Cayman Islands companies may not have standing to sue before the federal courts of the United States.
We have been advised by our Cayman Islands legal counsel that
the courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts of the United States predicated
upon the civil liability provisions of the federal securities laws of the United States or any state and (2) in original actions
brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities
laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances,
although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the
Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial
on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in
the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or
a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud
or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the
Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court
may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
Special Considerations for Exempted Companies. We are
an exempted company with limited liability (meaning our public shareholders have no liability, as members of the Company, for liabilities
of the Company over and above the amount paid for their shares) under the Companies Law. The Companies Law distinguishes between
ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business
mainly outside of the Cayman Islands may apply to be registered as an exempted company. The
requirements for an exempted company are essentially the same
as for an ordinary company except for the exemptions and privileges listed below:
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annual reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly
outside of the Cayman Islands and has complied with the provisions of the Companies Law;
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an exempted company’s register of members is not open to inspection;
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an exempted company does not have to hold an annual general meeting;
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an exempted company may issue negotiable or bearer shares or shares with no par value;
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an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually
given for 30 years in the first instance);
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an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
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an exempted company may register as a limited duration company; and
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an exempted company may register as a segregated portfolio company.
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Our Amended and Restated Memorandum and Articles of Association
Our amended and restated memorandum and articles of association
will contain certain requirements and restrictions relating to this offering that will apply to us until the completion of our
initial business combination. These provisions cannot be amended without a special resolution. As a matter of Cayman Islands law,
a resolution is deemed to be a special resolution where it has been approved by either (1) at least two-thirds (or any higher threshold
specified in a company’s articles of association) of a company’s shareholders at a general meeting for which notice
specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s
articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated
memorandum and articles of association will provide that special resolutions must be approved either by at least two-thirds of
our shareholders who attend and vote at a shareholders meeting (i.e., the lowest threshold permissible under Cayman Islands law)
(other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require
the approval of at least 90% of our ordinary shares voting in a general meeting), or by a unanimous written resolution of all of
our shareholders.
Our initial shareholders, who collectively will beneficially
own 20% of our ordinary shares upon the closing of this offering (excluding the representative shares and assuming they do not
purchase any units in this offering), may participate in any vote to amend our amended and restated memorandum and articles of
association and will have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and
articles of association will provide, among other things, that:
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if we are unable to complete our initial business combination within 21 months from the closing of this offering, we will:
(1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business
days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest
shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions,
if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law;
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prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (1)
receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination or (b)
to approve an amendment to our amended and restated memorandum and articles of
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association to (x) extend the time
we have to consummate a business combination beyond 21 months from the closing of this offering or (y) amend the foregoing provisions;
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in the event we enter into a business combination with a target business that is affiliated with our sponsor, our directors
or our officers (which we currently do not intend to do), we, or a committee of independent and disinterested directors, will obtain
an opinion from an independent investment banking firm, or from an independent accounting firm, that such a business combination
is fair to our company from a financial point of view;
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if a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder
vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the
Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about our initial business combination and the redemption rights as is required
under Regulation 14A of the Exchange Act;
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in the event our units are listed on Nasdaq, our initial business combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding taxes payable on the
income earned on the trust account) at the time of the agreement to enter into the initial business combination;
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if our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would
affect our public shareholders’ ability to convert or sell their shares to us in connection with a business combination as
described herein or to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
our initial business combination within 21 months from the closing of this offering or (B) with respect to any other provision
relating to shareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with
the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable),
divided by the number of then issued and outstanding public shares; and
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we will not effectuate our initial business combination with another blank check company or a similar company with nominal
operations.
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In addition, our amended and restated memorandum and articles
of association will provide that under no circumstances will we redeem our public shares in an amount that would cause our net
tangible assets to be less than $5,000,001 upon completion of our initial business combination.
The Companies Law permits a company incorporated in the Cayman
Islands to amend its memorandum and articles of association with the approval of the holders of at least two-thirds of such company’s
issued and outstanding ordinary shares. A company’s articles of association may specify that the approval of a higher majority
is required. Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business
plan which are contained in our amended and restated memorandum and articles of association, we view all of these provisions as
binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive any
of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.
Anti-Money Laundering—Cayman Islands
In order to comply with legislation or regulations aimed at
the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures, and may require subscribers
to provide evidence to verify their identity, the identity of their beneficial owners/controllers and source of funds. Where permitted,
and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the
acquisition of due diligence information) to a suitable person.
We reserve the right to request such information as is necessary
to verify the identity of a subscriber. In some cases, the directors may be satisfied that no further information is required since
an exemption applies under the Anti-Money Laundering Regulations (2018 Revision) of the Cayman Islands, as amended and revised
from time to time
(the “Regulations”). Depending on the circumstances
of each application, a detailed verification of identity might not be required where:
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the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial
institution;
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(b)
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the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of,
a recognized jurisdiction; or
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the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or
incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures
undertaken on the underlying investors.
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For the purposes of these exceptions, recognition of a financial
institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference to those jurisdictions
recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.
In the event of delay or failure on the part of the subscriber
in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds
received will be returned without interest to the account from which they were originally debited.
We also reserve the right to refuse to make any payment to a
shareholder if our directors or officers suspect or are advised that the payment to such shareholder may be non-compliant with
applicable anti-money laundering or other laws or regulations, or if such refusal is considered necessary or appropriate to ensure
our compliance with any such laws or regulations in any applicable jurisdiction.
If any person resident in the Cayman Islands knows or suspects
or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism
or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in
the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge
or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2019 Revision)
of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of
constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2018 Revision) of the Cayman Islands,
if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated
as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
Cayman Islands Data Protection
We have certain duties under the Data Protection Law, 2017 of the Cayman Islands (the “DPL”)
based on internationally accepted principles of data privacy.
Privacy Notice
Introduction
This privacy notice puts our shareholders
on notice that through your investment in the company you will provide us with certain personal information which constitutes
personal data within the meaning of the DPL (“personal data”).
In the following discussion, the “company”
refers to us and our affiliates and/or delegates, except where the context requires otherwise.
Investor Data
We will collect,
use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could
be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data
to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory
obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPL, and
will apply appropriate technical and organizational information security measures designed to protect against unauthorized
or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.
In our use of this personal data, we will be characterized as a "data controller" for the purposes of the DPL, while our affiliates
and service providers who may receive this personal data from us in the conduct of our activities may either act as our "data
processors" for the purposes of the DPL or may process personal information for their own lawful purposes in connection with
services provided to us.
We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information
relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email
address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification,
credit history, correspondence records, passport number, bank account details, source of funds details and details relating
to the shareholder's investment activity.
Who this Affects
If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes,
legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected
to you for any reason in relation your investment in the Company, this will be relevant for those individuals and you should
transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.
How the Company May Use Your Personal Data
The company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:
(i) where this is necessary for the performance of our rights and obligations under any purchase agreements;
(ii) where this
is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money
laundering and FATCA/CRS requirements); and/or
(iii) where this is necessary for the purposes of our legitimate interests
and such interests are not overridden by your interests, fundamental rights or freedoms.
Should we wish to use personal data
for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.
Why We May Transfer Your Personal Data
In certain circumstances, we may be legally obliged to share personal data and other information with respect to your shareholding
with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They,
in turn, may exchange this information with foreign authorities, including tax authorities.
We anticipates disclosing personal data to persons who provide services to us and their respective affiliates (which may include
certain entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal
data on our behalf.
The Data Protection Measures We Take
Any transfer of personal data by us or our duly authorized
affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.
We and our
duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures
designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of,
or damage to, personal data.
We shall notify you of any personal data breach that is reasonably
likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal
data relates.
Certain Anti-Takeover Provisions of Our Amended and Restated
Memorandum and Articles of Association
Our authorized but unissued Class A ordinary shares and preferred
shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes,
including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but
unissued and unreserved Class A ordinary shares and preferred shares could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.
Shares Eligible for Future Sale
Immediately after this offering, we will have 7,560,000 ordinary
shares outstanding, or 8,685,000 shares if the over-allotment option is exercised in full. Of these shares, the 6,000,000 Class
A ordinary shares sold in this offering, or 6,900,000 Class A ordinary shares if the over-allotment option is exercised in full,
will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by
one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining shares are restricted securities
under Rule 144, in that they were issued in private transactions not involving a public offering. All of those shares will not
be transferable until they are released except in limited circumstances described elsewhere in this prospectus.
Rule 144
A person who has beneficially owned restricted Class A
ordinary shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person
is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and
(ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons
who have beneficially owned restricted Class A ordinary shares for at least six months but who are our affiliates at the time
of, or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person
would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the
following:
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1% of the number of the total number of ordinary shares then outstanding, which will equal 75,600 shares immediately after
this offering (or 86,850 if the over-allotment option is exercised in full); and
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the average weekly trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice
on Form 144 with respect to the sale.
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Sales under Rule 144 are also limited by manner of sale provisions
and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies
or Former Shell Companies
Historically, the SEC staff had taken the position that Rule
144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies,
like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for
resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that
has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the
following conditions are met:
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the issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
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the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the
preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K
reports; and
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at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company.
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As a result, it is likely that pursuant to Rule 144, our sponsor
will be able to sell its founders shares freely without registration one year after we have completed our initial business combination
assuming it is not an affiliate of ours at that time.
Registration Rights
The holders of the founders shares and representative shares
issued and outstanding on the date of this prospectus, as well as the holders of the private warrants and any warrants our sponsor,
officers, directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying securities),
will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering.
The holders of a majority of these securities are entitled to make up to three demands that we register such securities. The holders
of the majority of the founders shares can elect to exercise these registration rights at any time commencing three months prior
to the date on which these Class B ordinary shares are to be released from their transfer restrictions. The holders of a majority
of the representative shares, private warrants and warrants issued to our sponsor, officers, directors or their affiliates in payment
of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time after
we consummate a business combination. Notwithstanding anything to the contrary, EarlyBirdCapital, Inc. may only make a demand on
one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus
forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to our consummation of a business combination; provided, however, that EarlyBirdCapital, Inc. may participate
in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration
statement of which this prospectus forms a part. We will bear the expenses incurred in connection with the filing of any such registration
statements.
Listing of Securities
We have applied to list our units, Class A ordinary shares
and warrants on Nasdaq under the symbols “LIVKU,” “LIVK” and “LIVKW,” respectively. We expect
that our units will be listed on Nasdaq promptly on or after the effective date of the registration statement. Following the date
the Class A ordinary shares and warrants are eligible to trade separately, we anticipate that the Class A ordinary shares and
warrants will be listed separately and as a unit on Nasdaq. We cannot guarantee that our securities will be approved for listing
on Nasdaq.
Income Tax
Considerations
The following summary of certain Cayman Islands and U.S. federal
income tax considerations relevant to an investment in our units, Class A ordinary shares and warrants is based upon laws and relevant
interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not
deal with all possible tax consequences relating to an investment in our ordinary shares and warrants, such as the tax consequences
under state, local and other tax laws.
Prospective investors should consult their professional advisors
on the possible tax consequences of buying, holding or selling any securities under the laws of their country of citizenship, residence
or domicile.
Cayman Islands Taxation
The following is a discussion on certain Cayman Islands income
tax consequences of an investment in our securities. The discussion is a general summary of present law, which is subject to prospective
and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances and does
not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws
Payments of dividends and capital in respect of our securities
will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital
to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income
or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance
tax or gift tax.
No stamp duty is payable in respect of the issue of our securities
or on an instrument of transfer in respect of our securities.
The Company has been incorporated under the laws of the Cayman
Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial
Secretary of the Cayman Islands in the following form:
The Tax Concessions Law
(2018 Revision)
Undertaking as to Tax Concessions
In accordance with the provision of section 6 of The Tax Concessions
Law (2018 Revision), the Financial Secretary undertakes with LIV Capital Acquisition Corp. (“the Company”).
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That no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations
shall apply to the Company or its operations; and
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In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or
inheritance tax shall be payable:
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on or in respect of the shares, debentures or other obligations of the Company;
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OR
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by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Law (2018
Revision).
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These concessions shall be for a period of 20 years from the date hereof.
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United States Federal Income Taxation
General
The following discussion summarizes certain United States federal
income tax considerations generally applicable to the acquisition, ownership and disposition of our units (each consisting of one
Class A ordinary share and one warrant, which we refer to collectively as our securities, that are purchased in this offering by
U.S. Holders (as defined below) and Non-U.S. Holders (as defined below)). Because the components of a unit are generally separable
at the option of the holder, the holder of a unit generally should be treated, for United States federal income tax purposes, as
the owner of the underlying Class A ordinary share and warrant components of the unit. As a result, the discussion below with respect
to holders of Class A ordinary shares and warrants should also apply to holders of units (as the deemed owners of the underlying
Class A ordinary shares and warrants that constitute the units).
This discussion is limited to certain United States federal
income tax considerations to beneficial owners of our securities who are initial purchasers of a unit pursuant to this offering
and hold the unit and each component of the unit as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the
“Code”). This discussion assumes that the Class A ordinary shares and warrants will trade separately and that any distributions
made (or deemed made) by us on our Class A ordinary shares and any consideration received (or deemed received) by a holder in consideration
for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider
all aspects of United States federal income taxation that may be relevant to the acquisition, ownership and disposition of a unit
by a prospective investor in light of its particular circumstances, including:
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financial institutions or financial services entities;
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taxpayers that are subject to the mark-to-market accounting rules;
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governments or agencies or instrumentalities thereof;
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regulated investment companies;
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real estate investment trusts;
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persons liable for alternative minimum tax;
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expatriates or former long-term residents of the United States;
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persons that actually or constructively own ten percent or more of our voting shares or the total value of our shares;
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persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive
plans or otherwise as compensation or in connection with services;
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persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar
transaction; or
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U.S. Holders (as defined below) whose functional currency is not the U.S. dollar.
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Moreover, the discussion below is based upon the provisions
of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of
the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a
retroactive basis, so as to result
in United States federal income tax consequences different from
those discussed below. Furthermore, this discussion does not address any aspect of United States federal non-income tax laws, such
as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws.
We have not sought, and will not seek, a ruling from the IRS
as to any United States federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its
determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative
rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.
As used herein, the term “U.S. Holder” means a beneficial
owner of units, Class A ordinary shares or warrants who or that is for United States federal income tax purposes: (i) an individual
citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal
income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States,
any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation
regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust,
or (B) it has in effect a valid election to be treated as a U.S. person.
This discussion does not consider the tax treatment of partnerships
or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement
classified as a partnership for United States federal income tax purposes) is the beneficial owner of our securities, the United
States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the
activities of the partnership. Partnerships holding our securities and partners in such partnerships are urged to consult their
own tax advisors.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES
FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE
INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR
OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND
NON-U.S. TAX LAWS.
Allocation of Purchase Price and Characterization
of a Unit
No statutory, administrative or judicial authority directly
addresses the treatment of a unit or instruments similar to a unit for United States federal income tax purposes, and therefore,
that treatment is not entirely clear. The acquisition of a unit should be treated for United States federal income tax purposes
as the acquisition of one share of our Class A ordinary shares and one warrant, which is exercisable to acquire one share of our
Class A ordinary shares. We intend to treat the acquisition of a unit in this manner and, by purchasing a unit, you must adopt
such treatment for tax purposes. For United States federal income tax purposes, each holder of a unit must allocate the purchase
price paid by such holder for such unit between the one Class A ordinary share and one warrant based on the relative fair market
value of each at the time of issuance. The price allocated to each Class A ordinary share and one warrant should be the shareholder’s
tax basis in such share or warrant. Any disposition of a unit should be treated for United States federal income tax purposes as
a disposition of the Class A ordinary share and one warrant comprising the unit, and the amount realized on the disposition should
be allocated between the Class A ordinary share and warrant based on their respective relative fair market values. The separation
of the Class A ordinary share and the one warrant constituting a unit should not be a taxable event for United States federal income
tax purposes.
The foregoing treatment of the Class A ordinary shares and warrants
and a holder’s purchase price allocation are not binding on the IRS or the courts. Because there are no authorities that
directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with
the characterization described above or the discussion below. Accordingly, each prospective investor is urged to consult its tax
advisors regarding the tax consequences of an investment in a unit (including alternative characterizations of a unit). The balance
of this discussion assumes that the characterization of the units described above is respected for United States federal income
tax purposes.
U.S. Holders
Taxation of Distributions
Subject to the passive foreign investment company (“PFIC”)
rules discussed below, a U.S. Holder generally will be required to include in gross income as dividends the amount of any cash
distribution paid on our Class A ordinary shares to the extent the distribution is paid out of our current or accumulated earnings
and profits (as determined under United States federal income tax principles). Such dividends paid by us will be taxable to a corporate
U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations
in respect of dividends received from other domestic corporations. Subject to the PFIC rules discussed below, distributions in
excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Class A ordinary
shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such
Class A ordinary shares.
With respect to non-corporate U.S. Holders, under tax laws currently
in effect, dividends generally will be taxed at the lower applicable long-term capital gains rate (see “Gain or Loss on Sale,
Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants” below) only if our Class A ordinary
shares are readily tradable on an established securities market in the United States and certain other requirements are met, including
that we are not classified as a PFIC during the taxable year in which the dividend is paid or the preceding taxable year and, perhaps,
until after the close of the first two taxable years following our start-up year (within the meaning of the start-up exception).
U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect
to our Class A ordinary shares.
Gain or Loss on Sale, Taxable Exchange or
Other Taxable Disposition of Class A Ordinary Shares and Warrants
Subject to the PFIC rules discussed below, a U.S. Holder generally
will recognize capital gain or loss on the sale or other taxable disposition of our Class A ordinary shares or warrants (including
on our dissolution and liquidation if we do not consummate an initial business combination within the required time period). Any
such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such Class
A ordinary shares or warrants exceeds one year. It is unclear, however, whether certain redemption rights described in this prospectus
may suspend the running of the applicable holding period for this purpose.
The amount of gain or loss recognized on a sale or other taxable
disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any
property received in such disposition (or, if the Class A ordinary shares or warrants are held as part of units at the time of
the disposition, the portion of the amount realized on such disposition that is allocated to the Class A ordinary shares or warrants
based upon the then fair market values of the Class A ordinary shares and the warrants included in the units) and (ii) the U.S.
Holder’s adjusted tax basis in its Class A ordinary shares or warrants so disposed of. A U.S. Holder’s adjusted tax
basis in its Class A ordinary shares or warrants generally will equal the U.S. Holder’s acquisition cost (that is, the portion
of the purchase price of a unit allocated to a share of Class A ordinary shares or one warrant, as described above under “—
Allocation of Purchase Price and Characterization of a Unit”) reduced by any prior distributions treated as a return of capital.
Long-term capital gain realized by a non-corporate U.S. Holder is currently eligible to be taxed at reduced rates. See “—
Exercise or Lapse of a Warrant” below for a discussion regarding a U.S. Holder’s basis in a Class A ordinary share
acquired pursuant to the exercise of a warrant. The deduction of capital losses is subject to certain limitations.
Redemption of Class A Ordinary Shares
Subject to the PFIC rules discussed below, in the event that
a U.S. Holder’s Class A ordinary shares are redeemed pursuant to the redemption provisions described in this prospectus under
“Description of Securities — Ordinary Shares” or if we purchase a U.S. Holder’s Class A ordinary shares
in an open market transaction, the treatment of the transaction for United States federal income tax purposes will depend on whether
the redemption qualifies as a sale of the Class A ordinary shares under Section 302 of the Code. If the redemption or purchase
by us qualifies as a sale of Class A ordinary shares, the U.S. Holder will be treated as described under “Gain or Loss on
Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants” above. If the redemption or
purchase by us does not qualify as a sale of Class A ordinary shares, the U.S. Holder will be treated as receiving a corporate
distribution with the tax consequences described above under “Taxation of Distributions.” Whether a
redemption or purchase by us qualifies for sale treatment will
depend largely on the total number of our shares treated as held by the U.S. Holder (including any Class A ordinary shares constructively
owned by the U.S. Holder as a result of owning warrants) relative to all of our shares outstanding both before and after such redemption
or purchase. The redemption or purchase by us of Class A ordinary shares generally will be treated as a sale of the Class A ordinary
shares (rather than as a corporate distribution) if such redemption or purchase (i) is “substantially disproportionate”
with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us
or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more
fully below.
In determining whether any of the foregoing tests are satisfied,
a U.S. Holder takes into account not only our shares actually owned by the U.S. Holder, but also our shares that are constructively
owned by such holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related
individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any
shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A ordinary shares which
could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage
of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption of Class
A ordinary shares must, among other requirements, be less than 80 percent of the percentage of our outstanding voting shares actually
and constructively owned by the U.S. Holder immediately before the redemption. Prior to our initial business combination the Class
A ordinary shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test
may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all of our shares actually
and constructively owned by the U.S. Holder are redeemed or (ii) all of our shares actually owned by the U.S. Holder are redeemed
and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned
by certain family members and the U.S. Holder does not constructively own any other shares of ours. The redemption of the Class
A ordinary shares will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction”
of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S.
Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated
in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held
corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder
should consult its own tax advisors as to the tax consequences of a redemption.
If none of the foregoing tests are satisfied, then the redemption
will be treated as a corporate distribution and the tax effects will be as described under “Taxation of Distributions”
above. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Class A ordinary shares
will be added to the U.S. Holder’s adjusted tax basis in its remaining shares. If there are no remaining shares, a U.S. Holder
is urged to consult its tax advisor as to the allocation of any remaining tax basis.
Exercise or Lapse of a Warrant
Subject to the PFIC rules discussed below and except as discussed
below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition
of a Class A ordinary share on the exercise of a warrant for cash. A U.S. Holder’s tax basis in a Class A ordinary share
received upon exercise of the warrant generally will equal the sum of the U.S. Holder’s initial investment in the warrant
(that is, the portion of the U.S. Holder’s purchase price for the units that is allocated to the warrant, as described above
under “— Allocation of Purchase Price and Characterization of a Unit”) and the exercise price. It is unclear
whether a U.S. Holder’s holding period for the Class A ordinary share will commence on the date of exercise of the warrant
or the day following the date of exercise of the warrant; in either case, the holding period will not include the period during
which the U.S. Holder held the warrant. If a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a
capital loss equal to such holder’s tax basis in the warrant.
The tax consequences of a cashless exercise of a warrant are
not clear under current law. Subject to the PFIC rules discussed below, a cashless exercise may not be taxable, either because
the exercise is not a realization event or because the exercise is treated as a recapitalization for United States federal income
tax purposes. In either situation, a U.S. Holder’s tax basis in the Class A ordinary shares received generally would equal
the U.S. Holder’s tax basis in the warrants. If the cashless exercise was not a realization event, it is unclear whether
a U.S. Holder’s holding period for the Class A ordinary share will commence on the date of exercise of the warrant or the
day following the
date of exercise of the warrant. If the cashless exercise were
treated as a recapitalization, the holding period of the Class A ordinary shares would include the holding period of the warrants.
It is also possible that a cashless exercise may be treated
as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder may be deemed to have surrendered
warrants with an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. Subject
to the PFIC rules discussed below, the U.S. Holder would recognize capital gain or loss in an amount equal to the difference between
the fair market value of the warrants deemed surrendered and the U.S. Holder’s tax basis in such warrants. In this case,
a U.S. Holder’s tax basis in the Class A ordinary shares received would equal the sum of the U.S. Holder’s initial
investment in the warrants exercised (i.e., the portion of the U.S. Holder’s purchase price for the units that is allocated
to the warrant, as described above under “— Allocation of Purchase Price and Characterization of a Unit”) and
the exercise price of such warrants. It is unclear whether a U.S. Holder’s holding period for the Class A ordinary shares
would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant.
Due to the absence of authority on the United States federal
income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding
periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors
regarding the tax consequences of a cashless exercise.
Possible Constructive Distributions
The terms of each warrant provide for an adjustment to the number
of Class A ordinary shares for which the warrant may be exercised or to the exercise price of the warrant in certain events, as
discussed in the section of this prospectus captioned “Description of Securities — Warrants.” An adjustment which
has the effect of preventing dilution generally is not taxable. The U.S. Holders of the warrants would, however, be treated as
receiving a constructive distribution from us if, for example, the adjustment increases the U.S. Holders’ proportionate interest
in our assets or earnings and profits (e.g., through an increase in the number of Class A ordinary shares that would be obtained
upon exercise) as a result of a distribution of cash to the holders of our Class A ordinary shares which is taxable to the U.S.
Holders of such Class A ordinary shares as described under “— Taxation of Distributions” above. Such constructive
distribution would be subject to tax as described under that section in the same manner as if the U.S. Holders of the warrants
received a cash distribution from us equal to the fair market value of the increase in the interest. For certain information reporting
purposes, we are required to determine the date and amount of any such constructive distributions. Proposed Treasury regulations,
which we may rely on prior to the issuance of final regulations, specify how the date and amount of constructive distributions
are determined.
Passive Foreign Investment Company Rules
A non-U.S. corporation will be classified as a PFIC for United
States federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share
of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income
or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over
the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares
by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents
and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition
of passive assets.
Because we are a blank check company, with no current active
business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year ending December
31, 2019. However, pursuant to a startup exception, a corporation will not be a PFIC for the first taxable year the corporation
has gross income (the “startup year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies
the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (3) the corporation
is not in fact a PFIC for either of those years. Although subject to uncertainty, we may qualify for the startup exception for
2019, and, accordingly, we would not be treated as a PFIC for 2019. The applicability of the startup exception to us will not be
known until after the close of our current taxable year ending December 31, 2019 and, perhaps, until after the close of the first
two taxable years following our startup year (within the meaning of the startup exception). Although subject to uncertainty, it
is possible that we could be treated as a PFIC for a taxable year prior to our startup year (within the meaning of the startup
exception). Further, after the acquisition of a company or assets in a business
combination, we may still meet one of the PFIC tests depending
on the timing of the acquisition and the amount of our passive income and assets as well as the passive income and assets of the
acquired business. If the company that we acquire in a business combination is a PFIC, then we will likely not qualify for the
startup exception and will be a PFIC for our current taxable year ending December 31, 2019. Our actual PFIC status for our current
taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year. Accordingly, there
can be no assurance with respect to our status as a PFIC for our current taxable year ending December 31, 2019 or any future taxable
year.
Although our PFIC status is determined annually, an initial
determination that our company is a PFIC will generally apply for subsequent years to a U.S. Holder who held ordinary shares or
warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. If we are determined
to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary
shares or warrants and, in the case of our Class A ordinary shares, the U.S. Holder did not make either a timely qualified electing
fund (“QEF”) election or a mark-to-market election for our first taxable year as a PFIC in which the U.S. Holder held
(or was deemed to hold) Class A ordinary shares, as described below, such U.S. Holder generally will be subject to special rules
with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Class A ordinary shares or warrants
and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during
a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in
respect of the Class A ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s
holding period for the Class A ordinary shares).
Under these rules:
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the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for
the Class A ordinary shares or warrants;
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the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess
distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which
we are a PFIC, will be taxed as ordinary income;
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the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will
be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
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an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder
with respect to the tax attributable to each such other taxable year of the U.S. Holder.
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In general, if we are determined to be a PFIC, a U.S. Holder
may avoid the PFIC tax consequences described above in respect to our Class A ordinary shares (but not our warrants) by making
a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term
capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed,
in the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate
election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes
will be subject to an interest charge.
It is not entirely clear how various aspects of the PFIC rules
apply to the warrants. However, a U.S. Holder may not make a QEF election with respect to its warrants to acquire our Class A ordinary
shares. As a result, if a U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants)
and we were a PFIC at any time during the U.S. Holder’s holding period of such warrants, any gain recognized generally will
be treated as an excess distribution, taxed as described above. If a U.S. Holder that exercises such warrants properly makes a
QEF election with respect to the newly acquired Class A ordinary shares (or has previously made a QEF election with respect to
our Class A ordinary shares), the QEF election will apply to the newly acquired Class A ordinary shares. Notwithstanding the foregoing,
the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from
the QEF election, will continue to apply with respect to such newly acquired Class A ordinary shares (which generally will be deemed
to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the warrants), unless the
U.S. Holder makes a purging election under the PFIC rules. Under the purging election, the U.S. Holder will be deemed to have sold
such shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, as
described
above. As a result of the purging election, the U.S. Holder
will have a new basis and holding period in the Class A ordinary shares acquired upon the exercise of the warrants for purposes
of the PFIC rules. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections
to their particular circumstances.
The QEF election is made on a shareholder-by-shareholder basis
and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed
IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including
the information provided in a PFIC annual information statement, to a timely filed United States federal income tax return for
the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement
with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax
advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
In order to comply with the requirements of a QEF election,
a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year (of
which there can be no assurance), we will endeavor to provide to a U.S. Holder such information as the IRS may require, including
a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance
that we will timely provide such required information. There is also no assurance that we will have timely knowledge of our status
as a PFIC in the future or of the required information to be provided.
If a U.S. Holder has made a QEF election with respect to our
Class A ordinary shares, and the excess distribution rules discussed above do not apply to such shares (because of a timely QEF
election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the
PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our Class A ordinary shares
generally will be taxable as capital gain and no additional tax charge will be imposed under the PFIC rules. As discussed above,
if we are a PFIC for any taxable year, a U.S. Holder of our Class A ordinary shares that has made a QEF election will be currently
taxed on its pro rata share of our earnings and profits, whether or not distributed for such year. A subsequent distribution of
such earnings and profits that were previously included in income generally should not be taxable when distributed to such U.S.
Holder. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased
by amounts distributed but not taxed as dividends, under the above rules. In addition, if we are not a PFIC for any taxable year,
such U.S. Holder will not be subject to the QEF inclusion regime with respect to our Class A ordinary shares for such a taxable
year.
If we are a PFIC and our Class A ordinary shares constitute
“marketable stock,” a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder,
at the close of the first taxable year in which it holds (or is deemed to hold) our Class A ordinary shares, makes a mark-to-market
election with respect to such shares for such taxable year. Such U.S. Holder generally will include for each of its taxable years
as ordinary income the excess, if any, of the fair market value of its Class A ordinary shares at the end of such year over its
adjusted basis in its Class A ordinary shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if
any, of its adjusted basis of its Class A ordinary shares over the fair market value of its Class A ordinary shares at the end
of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election).
The U.S. Holder’s basis in its Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any
further gain recognized on a sale or other taxable disposition of its Class A ordinary shares will be treated as ordinary income.
Currently, a mark-to-market election may not be made with respect to warrants.
The mark-to-market election is available only for “marketable
stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the Securities
and Exchange Commission, including Nasdaq (on which we intend to list the Class A ordinary shares), or on a foreign exchange or
market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market
value. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election
in respect to our ordinary shares under their particular circumstances.
If we are a PFIC and, at any time, have a foreign subsidiary
that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and
generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or
dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an
interest in the
lower-tier PFIC. We will endeavor to cause any lower-tier PFIC
to provide to a U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier
PFIC. There can be no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may
not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier
PFIC to provide such required information. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised
by lower-tier PFICs.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC
during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election
is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend
the statute of limitations until such required information is furnished to the IRS.
The rules dealing with PFICs and with the QEF and mark-to-market
elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders
of our Class A ordinary shares or warrants should consult their own tax advisors concerning the application of the PFIC rules to
our securities under their particular circumstances.
Tax Reporting
Certain U.S. Holders may be required to file an IRS Form 926
(Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash) to us. Substantial
penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement. Furthermore, certain U.S. Holders
who are individuals and certain entities will be required to report information with respect to such U.S. Holder’s investment
in “specified foreign financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject
to certain exceptions. Persons who are required to report specified foreign financial assets and fail to do so may be subject to
substantial penalties. Potential investors are urged to consult their tax advisors regarding the foreign financial asset and other
reporting obligations and their application to an investment in our Class A ordinary shares and warrants.
Non-U.S. Holders
This section applies to you if you are a “Non-U.S. Holder.”
As used herein, the term “Non-U.S. Holder” means a beneficial owner of our units, Class A ordinary shares or warrants
that is for U.S. federal income tax purposes:
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a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax
as expatriates);
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·
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a foreign corporation; or
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·
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an estate or trust that is not a U.S. Holder;
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but generally does not include an individual who is present
in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult
your tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of our securities.
Dividends (including constructive distributions treated as dividends)
paid or deemed paid to a Non-U.S. Holder in respect of our Class A ordinary shares generally will not be subject to United States
federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business
within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or
fixed base that such Non-U.S. Holder maintains in the United States). In addition, a Non-U.S. Holder generally will not be subject
to United States federal income tax on any gain attributable to a sale or other disposition of our Class A ordinary shares or warrants
unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an
applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in
the United States).
Dividends (including constructive distributions treated as dividends)
and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and,
if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States)
generally will be subject to United States federal income tax at the same regular United States federal income tax rates applicable
to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for United States federal income
tax purposes, also may be subject to an additional branch profits
tax at a 30% rate or a lower applicable tax treaty rate.
The United States federal income tax treatment of a Non-U.S.
Holder’s exercise of a warrant, or the lapse of a warrant held by a Non-U.S. Holder, generally will correspond to the United
States federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under “U.S. Holders
— Exercise or Lapse of a Warrant,” above, although to the extent a cashless exercise results in a taxable exchange,
the consequences would be similar to those described in the preceding paragraphs above for a Non-U.S. Holder’s gain on the
sale or other disposition of our Class A ordinary shares and warrants.
Information Reporting and Backup Withholding
Dividend payments with respect to our Class A ordinary shares
and proceeds from the sale, exchange or redemption of our Class A ordinary shares may be subject to information reporting to the
IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a
correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding
and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup
withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form
W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Amounts withheld
as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain
a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with
the IRS and furnishing any required information. Holders are urged to consult their own tax advisors regarding the application
of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular
circumstances.
Underwriting
We are offering the units described in this prospectus through
the underwriters named below. EarlyBirdCapital, Inc. is acting as representative of the underwriters. We have entered into an underwriting
agreement with the representative. Subject to the terms and conditions of the underwriting agreement, the underwriters have agreed
to purchase, and we have agreed to sell to the underwriters, the number of units listed next to each of its name in the following
table:
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Underwriter
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Number of Units
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EarlyBirdCapital, Inc.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total
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6,000,000
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The underwriting agreement provides that the underwriters must
buy all of the units if they buy any of them. However, the underwriters are not required to purchase the units covered by the option
to purchase additional units as described below.
Our units are offered subject to a number of conditions, including:
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·
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receipt and acceptance of our units by the underwriters; and
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·
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the underwriters’ right to reject orders in whole or in part.
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In connection with this offering, the underwriters or securities
dealers may distribute prospectuses electronically.
Option to Purchase Additional Units
We have granted the underwriters an option to buy up to an aggregate
of 900,000 additional units. The underwriters have 45 days from the date of this prospectus to exercise this option. If the underwriters
exercise this option, they will purchase additional units approximately in proportion to the amounts specified in the table above.
Underwriting Discount
Units sold by the underwriters to the public will initially
be offered at the initial offering price set forth on the cover of this prospectus. Any units sold by the underwriters to securities
dealers may be sold at a discount of up to $ per unit from the initial
public offering price and the dealers may reallow a concession not in excess of $
per unit to other dealers. Sales of units made outside of the United States may be made by affiliates of the underwriters. After
completion of this offering, if the underwriters still hold any units sold by us to them in this offering, the representative may
change the offering price and the other selling terms. Upon execution of the underwriting agreement, the underwriters will be obligated
to purchase the units at the prices and upon the terms stated therein.
The following table shows the per unit and total underwriting
discount we will pay to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase
up to 900,000 additional units.
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No Exercise
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Full Exercise
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Per Unit
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$
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0.225
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|
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$
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0.225
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Total
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$
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1,350,000
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$
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1,552,500
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We estimate that the total expenses of the offering payable
by us, not including the underwriting discount, will be $500,000.
We have agreed to pay for the FINRA-related fees and expenses
of the underwriters’ legal counsel, not to exceed $15,000, and the expenses of certain investigations and background checks
not to exceed $ in the aggregate.
Business Combination Marketing Agreement
We have engaged EarlyBirdCapital as an advisor in connection
with our business combination to assist us in holding meetings with our shareholders to discuss the potential business combination
and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities
in connection with our initial business combination, assist us in obtaining shareholder approval for the business combination and
assist us with our press releases and public filings in connection with the business combination. We will pay EarlyBirdCapital
a cash fee for such services upon the consummation of our initial business combination in an amount equal to 3.5% of the gross
proceeds of this offering (exclusive of any applicable finders’ fees which might become payable); provided that up to 25%
of the fee may be allocated at our sole discretion to other FINRA members that assist us in identifying and consummating an initial
business combination.
Representative Shares
We have issued to EarlyBirdCapital, Inc. and its designees the
60,000 representative shares for nominal consideration. The holders of the representative shares have agreed not to transfer,
assign or sell any such shares without our prior consent until the completion of our initial business combination. In addition,
the holders of the representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender
offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their
rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business
combination within 21 months from the closing of this offering.
The representative shares have been deemed compensation by FINRA
and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration
statement of which this prospectus forms a part pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1),
these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject
of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities
by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus
forms a part or commencement of sales of the public offering, except to any underwriter and selected dealer participating in the
offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction
above for the remainder of the time period.
We have granted the holders of these shares the registration
rights as described under the section “Shares Eligible for Future Sale — Registration Rights.”
Indemnification
We have agreed to indemnify the underwriters against certain
liabilities, including certain liabilities under the Securities Act. If we are unable to provide this indemnification, we have
agreed to contribute to payments the underwriters may be required to make in respect of those liabilities.
NASDAQ Listing
We have applied to have our units listed on the Nasdaq Capital
Market under the symbol “LIVKU” and, once the Class A ordinary shares and warrants begin separate trading, under the
symbols “LIVK” and “LIVKW,” respectively.
Price Stabilization, Short Positions
In connection with this offering, the underwriters may engage
in activities that stabilize, maintain or otherwise affect the price of units during and after this offering, including:
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stabilizing transactions;
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purchases to cover positions created by short sales;
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imposition of penalty bids; and
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syndicate covering transactions.
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Stabilizing transactions consist of bids or purchases made for
the purpose of preventing or retarding a decline in the market price of our units while this offering is in progress. Stabilization
transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
These transactions may also include making short sales of our units, which involve the sale by the underwriters of a greater number
of units than they are required to purchase in this offering and purchasing units on the open market to cover short positions created
by short sales. Short sales may be “covered short sales,” which are short positions in an amount not greater than the
underwriters’ option to purchase additional units referred to above, or may be “naked short sales,” which are
short positions in excess of that amount.
The underwriters may close out any covered short position by
either exercising their option, in whole or in part, or by purchasing units in the open market. In making this determination, the
underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the
price at which they may purchase units through the over-allotment option.
Naked short sales are short sales made in excess of the over-allotment
option. The underwriters must close out any naked short position by purchasing units in the open market. A naked short position
is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in
the open market that could adversely affect investors who purchased in this offering.
The underwriters also may impose a penalty bid. This occurs
when a particular underwriter repays to the representative of the underwriters a portion of the underwriting discount received
by it because the representative has repurchased units sold by or for the account of that underwriter in stabilizing or short covering
transactions.
These stabilizing transactions, short sales, purchases to cover
positions created by short sales, the imposition of penalty bids and syndicate covering transactions may have the effect of raising
or maintaining the market price of our units or preventing or retarding a decline in the market price of our units. As a result
of these activities, the price of our units may be higher than the price that otherwise might exist in the open market. The underwriters
may carry out these transactions on the Nasdaq, in the over-the-counter market or otherwise. Neither we nor the underwriters make
any representation or prediction as to the effect that the transactions described above may have on the price of the units. Neither
we, nor the underwriters, make any representation that the underwriters will engage in these stabilization transactions or that
any transaction, once commenced, will not be discontinued without notice.
Determination of Offering Price
Prior to this offering, there was no public market for our units.
The initial public offering price will be determined by negotiation between us and the representative of the underwriters. The
principal factors to be considered in determining the initial public offering price include:
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the information set forth in this prospectus and otherwise available to the representative;
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our history and prospects and the history and prospects for the industry in which we compete;
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our past and present financial performance;
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our prospects for future earnings and the present state of our development;
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the general condition of the securities market at the time of this offering;
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the recent market prices of, and demand for, publicly traded units of generally comparable companies; and
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other factors deemed relevant by the underwriters and us.
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Neither we nor the underwriters can assure investors that an
active trading market will develop for our units, warrants or Class A ordinary shares or that the units will trade in the public
market at or above the initial public offering price.
Affiliations
EarlyBirdCapital and its affiliates are full service financial
institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial
advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. EarlyBirdCapital
and its affiliates may from time to time in the future engage with us and perform services for us or in the ordinary course of
their business for which they will receive customary fees and expenses. In the ordinary course of their various business activities,
the underwriters and their respective affiliates may also make or hold a broad array of investments and actively trade debt and
equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and
for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of
us. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research
views in respect of these securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or
short positions in these securities and instruments.
Additional Future Arrangements
We are not under any contractual obligation to engage any of
the underwriters to provide any services for us after this offering, and have no present intent to do so. However, the underwriters
may introduce us to potential target businesses or assist us in raising additional capital in the future. If any of the underwriters
provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that
time in an arm’s length negotiation; provided that no agreement will be entered into with any underwriter and no fees for
such services will be paid to any underwriter prior to the date that is 90 days from the date of this prospectus, unless FINRA
determines that such payment would not be deemed underwriter’s compensation in connection with this offering.
Electronic Distribution
A prospectus in electronic format may be made available on the
Internet sites or through other online services maintained by the underwriters participating in this offering, or by their affiliates.
In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter, prospective
investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of units for
sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the
same basis as other allocations. Other than the prospectus in electronic format, the information on any underwriter’s website
and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration
statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity
as underwriter and should not be relied upon by investors.
Selling Restrictions
Canada
Resale Restrictions
We intend to distribute our securities in the Province of Ontario,
Canada (the “Canadian Offering Jurisdiction”) by way of a private placement and exempt from the requirement that we
prepare and file a prospectus with the securities regulatory authorities in such Canadian Offering Jurisdiction. Any resale of
our securities in Canada must be made under applicable securities laws that will vary depending on the relevant jurisdiction, and
which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable
Canadian securities regulatory authority. Canadian resale restrictions in some circumstances may apply to resales of interests
made outside of Canada. Canadian purchasers are advised to seek legal advice prior to any resale of our securities. We may never
be a “reporting issuer”, as such term is defined under applicable Canadian securities legislation, in any province
or territory of Canada in which our securities will be offered and there currently is no public market for any of the securities
in Canada, and one may never develop. Canadian investors are advised that we have no intention to file a prospectus or similar
document with any securities regulatory authority in Canada qualifying the resale of the securities to the public in any province
or territory in Canada.
Representations of Purchasers
A Canadian purchaser will be required to represent to us and
the dealer from whom the purchase confirmation is received that:
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the purchaser is entitled under applicable provincial securities laws to purchase our securities without the benefit of a prospectus
qualified under those securities laws;
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where required by law, that the purchaser is purchasing as principal and not as agent;
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the purchaser has reviewed the text above under Resale Restrictions; and
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the purchaser acknowledges and consents to the provision of specified information concerning its purchase of our securities
to the regulatory authority that by law is entitled to collect the information.
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Rights of Action — Ontario Purchasers
Only
Under Ontario securities legislation, certain purchasers who
purchase a security offered by this prospectus during the period of distribution will have a statutory right of action for damages,
or while still the owner of our securities, for rescission against us in the event that this prospectus contains a misrepresentation
without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later
than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and
three years from the date on which payment is made for our securities. The right of action for rescission is exercisable not later
than 180 days from the date on which payment is made for our securities. If a purchaser elects to exercise the right of action
for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any
action exceed the price at which our securities were offered to the purchaser and if the purchaser is shown to have purchased the
securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for damages, we will not
be liable for all or any portion of the damages that are proven to not represent the depreciation in value of our securities as
a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or
remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser.
Ontario purchasers should refer to the complete text of the relevant statutory provisions.
Enforcement of Legal Rights
All of our directors and officers as well as the experts named
herein are located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process
within Canada upon us or those persons. All of our assets and the assets of those persons are located outside of Canada and, as
a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained
in Canadian courts against us or those persons outside of Canada.
Collection of Personal Information
If a Canadian purchaser is resident in or otherwise subject
to the securities laws of the Province of Ontario, the Purchaser authorizes the indirect collection of personal information pertaining
to the Canadian purchaser by the Ontario Securities Commission (the “OSC”) and each Canadian purchaser will be required
to acknowledge and agree that the Canadian purchaser has been notified by us (i) of the delivery to the OSC of personal information
pertaining to the Canadian purchaser, including, without limitation, the full name, residential address and telephone number of
the Canadian purchaser, the number and type of securities purchased and the total purchase price paid in respect of the securities,
(ii) that this information is being collected indirectly by the OSC under the authority granted to it in securities legislation,
(iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation
of Ontario, and (iv) that the title, business address and business telephone number of the public official in Ontario who can answer
questions about the OSC’s indirect collection of the information is the Administrative Assistant to the Director of Corporate
Finance, the Ontario Securities Commission, Suite 1903, Box 5520, Queen Street West, Toronto, Ontario, M5H 3S8, Telephone: (416)
593-8086, Facsimile: (416) 593-8252.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure statement
or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in
relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document
under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required
for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the shares may only be made to persons
(the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the
Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise
pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without
disclosure to investors under Chapter 6D of the Corporations Act.
The shares applied for by Exempt Investors in Australia must
not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances
where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section
708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D
of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.
This prospectus contains general information only and does not
take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain
any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether
the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert
advice on those matters.
Notice to Prospective Investors in the Dubai International
Financial Centre
This prospectus relates to an Exempt Offer in accordance with
the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution
only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by,
any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The
DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for
the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective
purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of
this prospectus you should consult an authorized financial advisor.
Notice to Prospective Investors in the European
Economic Area
In relation to each member state of the European Economic Area
that has implemented the Prospectus Directive (each, a “relevant member state”), with effect from and including the
date on which the Prospectus Directive is implemented in that relevant member state (the “relevant implementation date”),
an offer of units described in this prospectus may not be made to the public in that relevant member state prior to the publication
of a prospectus in relation to the units that has been approved by the competent authority in that relevant member state or, where
appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all
in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer
of our units may be made to the public in that relevant member state at any time:
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to any legal entity which is a qualified investor as defined in the Prospectus Directive;
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to fewer than 100, or, if the relevant member state has implemented the relevant provisions of the 2010 PD Amending Directive,
150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus
Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the issuer for any such offer;
or natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriter
for any such offer; or
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in any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus
Directive.
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Each purchaser of units described in this prospectus located
within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor”
within the meaning of Article 2(1)(e) of the Prospectus Directive.
For the purpose of this provision, the expression an “offer
to the public” in any relevant member state means the communication in any form and by any means of sufficient information
on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase or subscribe for the units,
as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state,
and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the PD 2010
Amending Directive to the extent implemented by the relevant member state) and includes any relevant implementing measure in each
relevant member state, and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
We have not authorized and do not authorize the making of any
offer of securities through any financial intermediary on their behalf, other than offers made by the underwriters with a view
to the final placement of the units as contemplated in this prospectus. Accordingly, no purchaser of the units, other than the
underwriters, is authorized to make any further offer of the units on behalf of us or the underwriters.
Notice to Prospective Investors in Switzerland
The shares may not be publicly offered in Switzerland and will
not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland.
This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156
of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules
or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other
offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available
in Switzerland.
Neither this document nor any other offering or marketing material
relating to the offering, the Company or the shares have been or will be filed with or approved by any Swiss regulatory authority.
In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market
Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act
on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective
investment schemes under the CISA does not extend to acquirers of shares.
Notice to Prospective Investors in the United Kingdom
This prospectus is only being distributed to, and is only directed
at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive
that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as a “relevant person”).
The units are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such units will be engaged
in only with, relevant persons. This prospectus and its contents are confidential and should not be distributed, published or reproduced
(in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that
is not a relevant person should not act or rely on this document or any of its contents.
Notice to Prospective Investors in France
Neither this prospectus nor any other offering material relating
to the units described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés
Financiers or by the competent authority of another member state of the European Economic Area and notified to the Autorité
des Marchés Financiers. The units have not been offered or sold and will not be offered or sold, directly or indirectly,
to the public in France. Neither this prospectus nor any other offering material relating to the units has been or will be:
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released, issued, distributed or caused to be released, issued or distributed to the public in France; or
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used in connection with any offer for subscription or sale of the units to the public in France.
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Such offers, sales and distributions will be made in France
only:
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to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs),
in each case investing for their own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-2, D.734-1,
D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;
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to investment services providers authorized to engage in portfolio management on behalf of third parties; or
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in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire
et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés
Financiers, does not constitute a public offer (appel public à l’épargne).
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The units may be resold directly or indirectly, only in compliance
with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.
Notice to Prospective Investors in Hong Kong
The units may not be offered or sold in Hong Kong by means of
any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies
Ordinance (Cap. 32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the
document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement,
invitation or document relating to the units may be issued or may be in the possession of any person for the purpose of issue (in
each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read
by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to units which are
or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the
meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice to Prospective Investors in Japan
The units have not been and will not be registered under the
Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold,
directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or
indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines
promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this
paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized
under the laws of Japan.
Notice to Prospective Investors in Singapore
This prospectus has not been registered as a prospectus with
the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer
or sale, or invitation for subscription or purchase, of the units may not be circulated or distributed, nor may the units be offered
or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore
other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the
“SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance
with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of,
any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.
Where the units are subscribed or purchased under Section 275
of the SFA by a relevant person that is:
|
|
·
|
a corporation (which is not an accredited investor (as defined in Section 14A of the SFA)) the sole business of which is to
hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor,
or
|
|
|
·
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of
the trust is an individual who is an accredited investor, shares, debentures and units of shares and
|
debentures of that corporation
or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months
after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
|
|
·
|
to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2)
of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures
of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its
equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities
or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;
|
|
|
·
|
where no consideration is or will be given for the transfer; or
|
|
|
·
|
where the transfer is by operation of law.
|
Legal Matters
Davis Polk & Wardwell LLP, New York, New York, is acting
as counsel in connection with the registration of our securities under the Securities Act, and as such, will pass upon the validity
of the securities offered in this prospectus with respect to units and warrants. Maples and Calder will pass upon the validity
of the securities offered in this prospectus with respect to the ordinary shares and matters of Cayman Islands law. In connection
with this offering, Graubard Miller, New York, New York, is acting as counsel to the underwriter.
Experts
The financial statements of LIV Capital Acquisition Corp. as
of October 9, 2019 and for the period from October 2, 2019 (inception) through October 9, 2019 appearing in this prospectus have
been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon (which contains
an explanatory paragraph relating to substantial doubt about the ability of LIV Capital Acquisition Corp. to continue as a going
concern as described in Note 1 to the financial statements), appearing elsewhere in this prospectus, and are included in reliance
upon such report given on the authority of such firm as experts in accounting and auditing.
Where You
Can Find Additional Information
We have filed with the SEC a registration statement on Form
S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain
all of the information included in the registration statement. For further information about us and our securities, you should
refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference
in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include
a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to
the registration statement for copies of the actual contract, agreement or other document.
Upon completion of this offering, we will be subject to the
information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other
information with the SEC. You can read our SEC filings, including the registration statement, over the internet at the SEC’s
website at www.sec.gov.
LIV CAPITAL ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
LIV Capital Acquisition Corp.
Opinion on the Financial Statements
We
have audited the accompanying balance sheet of LIV Capital Acquisition Corp. (the “Company”) as of October 9, 2019
and the related statements of operations, changes in shareholders’ equity and cash flows for the period from October 2,
2019 (inception) through October 9, 2019 and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
October 9, 2019 and the results of its operations and its cash flows for the period from October 2, 2019 (inception) through October
9, 2019, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph — Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully
described in Note 1 to the financial statements, the Company's business plan is dependent on the completion of a financing and
the Company's cash and working capital as of October 9, 2019 are not sufficient to complete its planned activities. These conditions
raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1 and 3 to the financial statements. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis for Opinion
These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are
required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Company's auditor since 2019.
New York, NY
October 15, 2019
LIV CAPITAL ACQUISITION CORP.
BALANCE SHEET
OCTOBER 9, 2019
|
ASSETS
|
|
|
|
Current asset – cash
|
|
$
|
25,006
|
|
|
Deferred offering costs
|
|
|
75,863
|
|
|
Total Assets
|
|
$
|
100,869
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
Current liability
|
|
|
|
|
|
Accrued expenses
|
|
$
|
10,747
|
|
|
Accrued offering costs
|
|
|
75,000
|
|
|
Promissory note – related party
|
|
|
5,000
|
|
|
Total Current Liabilities
|
|
|
90,747
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity
|
|
|
|
|
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
—
|
|
|
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding
|
|
|
|
|
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 1,785,000 shares issued and outstanding (1)
|
|
|
178
|
|
|
Additional paid in capital
|
|
|
25,691
|
|
|
Accumulated deficit
|
|
|
(15,747
|
)
|
|
Total Shareholders’ Equity
|
|
|
10,122
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
100,869
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes an aggregate of up to 225,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6).
|
The accompanying notes are an integral
part of these financial statements.
LIV CAPTIAL ACQUISITION CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM OCTOBER 2, 2019 (INCEPTION)
THROUGH OCTOBER 9, 2019
|
Formation and operating costs
|
|
$
|
15,747
|
|
|
Net Loss
|
|
$
|
(15,747
|
)
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic and diluted (1)
|
|
|
1,508,571
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per ordinary share
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
(1)
|
Excludes an aggregate of up to 225,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6).
|
The accompanying notes are an integral
part of these financial statements.
LIV CAPITAL ACQUISITION CORP.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE PERIOD FROM OCTOBER 2, 2019 (INCEPTION)
THROUGH OCTOBER 9, 2019
|
|
|
Ordinary Shares
|
|
Additional
Paid in Capital
|
|
Accumulated
Deficit
|
|
Total
Shareholders’
Equity
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
Balance – October 2, 2019 (inception)
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Class B ordinary shares to Sponsor (1)
|
|
1,725,000
|
|
|
172
|
|
|
24,828
|
|
|
—
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Representative Shares
|
|
60,000
|
|
|
6
|
|
|
863
|
|
|
—
|
|
|
|
869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,747
|
)
|
|
|
(15,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – October 9, 2019
|
|
1,785,000
|
|
|
$ 178
|
|
|
$ 25,691
|
|
|
$ (15,747
|
)
|
|
|
$ 10,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes an aggregate of up to 225,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6).
|
The accompanying notes are an integral
part of these financial statements.
LIV CAPITAL ACQUISITION CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM OCTOBER 2, 2019 (INCEPTION)
THROUGH OCTOBER 9, 2019
|
Cash Flows from Operating Activities:
|
|
|
|
Net loss
|
|
$
|
(15,747
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Accrued expenses
|
|
|
10,747
|
|
|
Net cash used in operating activities
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
Proceeds from issuance of founder shares
|
|
|
25,000
|
|
|
Proceeds from issuance of representative shares
|
|
|
6
|
|
|
Proceeds from Promissory Note – related party
|
|
|
5,000
|
|
|
Net cash provided by financing activities
|
|
|
30,006
|
|
|
|
|
|
|
|
|
Net Change in Cash
|
|
|
25,006
|
|
|
Cash – Beginning
|
|
|
—
|
|
|
Cash – Ending
|
|
$
|
25,006
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
Issuance of Representative Shares
|
|
$
|
863
|
|
|
Offering costs included in accrued offering costs
|
|
$
|
75,000
|
|
The accompanying notes are an integral
part of these financial statements.
LIV CAPITAL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1 — Organization and plan
of business operations
LIV
Capital Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands
exempted company on October 2, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (“Business
Combination”).
Although
the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination,
the Company intends to focus on Mexican target businesses (or non-Mexican target businesses with a significant presence in Mexico).
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated
with early stage and emerging growth companies.
As
of October 9, 2019, the Company had not commenced any operations. All activity for the period from October 2, 2019 (inception)
through October 9, 2019 relates to the Company's formation and the proposed initial public offering (“Proposed Offering”),
which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from
the Proposed Offering. The Company has selected December 31 as its fiscal year end.
The
Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Offering
of 6,000,000 units (the “Units”) at $10.00 per unit (or 6,900,000 Units if the underwriters’ over-allotment
option is exercised in full), which is discussed in Note 3 and the sale of 2,350,000 warrants (or 2,552,500 warrants if the underwriters’
over-allotment option is exercised on full) (the “Private Warrants”) at a price of $1.00 per Private Warrant in a
private placement to the Company’s sponsor, LIV Capital Acquisition Sponsor, L.P. (the “Sponsor”), that will
close simultaneously with the Proposed Offering. Each Unit consists of one Class A ordinary share (the Class A ordinary shares
included in the Units being offered referred to herein as the “Public Shares”) and one redeemable warrant (“Public
Warrant”).
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering
and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses
that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding
taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The
Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the
issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the
closing of the Proposed Offering, management has agreed that $10.00 per Unit sold in the Proposed Offering, including proceeds
of the sale of the Private Placement Warrants, will be held in a trust account (“Trust Account”) and invested in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180
days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule
2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination
and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The
Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii)
by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or
conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their
shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share) as of two business days prior
to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a
Business Combination with respect to the Company’s warrants. The Class A ordinary shares will be recorded at redemption
value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with
a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination
and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business
Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote and a general meeting of
the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or
other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,
LIV CAPITAL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
conduct
the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender
offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to
completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor
has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Proposed Offering
in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection
with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection
with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each public shareholder may elect
to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed
Business Combination.
If
the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer
rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to 15% or more of the Public Shares without the Company’s prior written consent.
The
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection
with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company
undertakes in connection with its initial business combination) and (b) not to propose an amendment to the Amended and Restated
Memorandum and Articles of Association (i) that would affect the ability of holders of Public Shares to convert or sell their
shares to the Company in connection with a Business Combination or to modify the substance or timing of the Company’s obligation
to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 21 months from the closing
of the Public Offering or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business
combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in
conjunction with any such amendment and (c) that the Founder Shares shall not participate in any liquidating distributions upon
winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from
the Trust Account with respect to any Public Shares purchased during or after the Proposed Offering if the Company fails to complete
its Business Combination.
The
Company will have until 21 months from the closing of the Proposed Offering (the “Combination Period”) to consummate
a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10
business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses
and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will
completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders
and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law.
The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s
independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company
has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public
Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account
due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as
to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to
any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver
is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such
third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors),
prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving
any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Consideration
LIV CAPITAL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
At
October 9, 2019, the Company had $25,006 and a working capital deficiency of $65,741. The Company has incurred and expects to
continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt
about the Company’s ability to continue as a going concern within one year after the date that the financial statements
are issued. Management plans to address this uncertainty through a Proposed Offering as discussed in Note 3. There is no assurance
that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within
the Combination Period. The Sponsor has agreed to loan the Company up to an aggregate amount of $150,000 to be used, in part,
for transaction costs incurred in connection with the Proposed Offering (the “Promissory Note”). As of October 9,
2019, there was $5,000 outstanding under the Promissory Note (see Note 5). The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of presentation
The
accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in
the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging growth company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not
previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The
Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and
it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the
new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates.
Cash and cash equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of October 9, 2019.
Deferred offering costs
Deferred
offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are
directly related to the Proposed Offering and that will be charged to shareholders’ equity upon the completion of the
LIV CAPITAL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Proposed
Offering. Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred,
will be charged to operations.
Income taxes
The
Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis
of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC
740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred
tax assets will not be realized.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of October
9, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or
material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The
Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements
in the Cayman Islands or the United States. As such, the Company's tax provision was zero for the period presented.
Net loss per share
Net
loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period,
excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 225,000
ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 6).
At October 9, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised
or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same
as basic loss per share for the periods presented.
Fair value of financial instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily
due to their short-term nature.
Recently issued accounting standards
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have
a material effect on the Company’s financial statements.
NOTE 3. PROPOSED OFFERING
Pursuant
to the Proposed Offering, the Company will offer for sale up to 6,000,000 Units (or 6,900,000 Units if the underwriters’
over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary
share and one Public Warrant. Each Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise
price of $11.50 per share (see Note 7).
NOTE 4. PRIVATE PLACEMENT
The
Sponsor has committed to purchase an aggregate of 2,350,000 Private Warrants (or 2,552,500 Private Warrants if the underwriters’
over-allotment is exercised in full) at a price of $1.00 per Private Warrant from the Company in a private placement that will
occur simultaneously with the closing of the Proposed Offering. The proceeds from the sale of the Private Warrants will be added
to the net proceeds from the Proposed Offering held in the Trust Account. Each Private Warrant is exercisable for one Class A
ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the sale of the Private Warrants
LIV CAPITAL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
held
in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law)
and the Private Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On
October 4, 2019, the Company issued an aggregate of 1,725,000 Class B ordinary shares (the “Founder Shares”) to the
Sponsor for an aggregate purchase price of $25,000. The Founder Shares will automatically convert into Class A ordinary shares
on the first business day following the completion of a Business Combination on a one-for-one basis, subject to certain adjustments,
as described in Note 7.
The
Founder Shares include an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’
over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the
Company’s issued and outstanding shares (excluding the Representative Shares) upon the completion of the Proposed Offering.
The
Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier
of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last
reported sale price of the Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends,
rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation,
merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property.
Promissory Note – Related Party
On
October 3, 2019, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to
an aggregate principal amount of $150,000, The note is non-interest bearing and payable on the earlier of (i) March 31, 2020 and
(ii) the completion of the Proposed Offering. As of October 9, 2019, there was $5,000 outstanding under the Promissory Note.
Administrative Services Agreement
The
Company will enter into an agreement pursuant to which it will pay the Sponsor up to $10,000 per month for office space, administrative
and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly
fees.
Related Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted
upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the
Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds 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.
NOTE 6. COMMITMENTS
Registration Rights
The
holders of the Founder Shares, Representative Shares, Private Warrants and any warrants that may be issued on conversion of the
Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Warrants or warrants that may
be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration
rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering requiring
the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands,
excluding short form registration demands, that the Company register such securities. In
LIV CAPITAL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant
to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any
registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period,
which occurs (1) in the case of the Founders Shares, on the earlier of (A) one year after the completion of a Business Combination
or (B) subsequent to a Business Combination, (x) if the last reported sale price of Class A ordinary shares equals or exceeds
$12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination,
or (y) the date following the completion of a Business Combination on which we complete a liquidation, merger, amalgamation, share
exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange
their Class A ordinary shares for cash, securities or other property, and (2) in the case of the Representative Shares, Private
Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of a Business Combination.
The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The
Company will grant the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments at the
Proposed Offering price, less the underwriting discounts and commissions.
The
underwriters will be entitled to a cash underwriting discount of $0.0225 per Unit, or $1,350,000 in the aggregate (or $1,552,500
in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed
Offering.
Business Combination Marketing Agreement
The
Company will engage EarlyBirdCapital, Inc., the representative of the underwriters in the Proposed Offering, as an advisor in
connection with its Business Combination to assist in holding meetings with the Company shareholders to discuss the potential
Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested
in purchasing its securities in connection with its initial Business Combination, assist in obtaining shareholder approval for
the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company
will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial business combination in an amount
equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might
become payable); provided that up to 25% of the fee may be allocated at the Company’s sole discretion to other FINRA members
that assisted in identifying and consummating an initial Business Combination.
NOTE 7. STOCKHOLDERS’ EQUITY
Preferred
Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company's
board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each
series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights
that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover
effects. At October 9, 2019, there were no preference shares issued or outstanding.
Class
A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of
$0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At October 9, 2019, there were
no Class A ordinary shares issued or outstanding.
Class
B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001
per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At October 9, 2019, there were 1,785,000
Class B ordinary shares, including 60,000 Representative Shares (as defined below), issued and outstanding, of which an aggregate
of up to 225,000 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised
in full or in part so that the Sponsor will own 20% of the Company’s issued and outstanding ordinary shares after the Proposed
Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Offering).
Only
holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.
Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters
submitted to a vote of our shareholders except as otherwise required by law.
LIV CAPITAL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
The
Class B Shares will automatically convert into Class A ordinary shares on the first business day following the completion of the
Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked
securities, are issued or deemed issued in excess of the amounts issued in the Proposed Offering and related to the closing of
a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject
to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon
conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares
issued and outstanding upon completion of the Proposed Offering plus the number of Class A ordinary shares and equity-linked securities
issued or deemed issued in connection with a Business Combination (net of redemptions), excluding any Class A ordinary shares
or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private Warrants issued to
the Sponsor.
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise
of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business
Combination and (b) 12 months from the closing of the Proposed Offering. The Public Warrants will expire five years from the completion
of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have
no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance
of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto
is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable
for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their
Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of
the state of the exercising holder, or an exemption from registration is available.
The
Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,
it will use its reasonable best efforts to file with the SEC a registration statement registering the issuance, under the Securities
Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use it reasonable best efforts
to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants
in accordance with the provisions of the warrant agreement.
Once
the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:
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•
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in whole and not in part;
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•
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at a price of $0.01 per Public Warrant;
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•
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upon not less than 30 days’ prior written notice
of redemption to each warrant holder and
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•
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if, and only if, the reported last sale price of the
Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and
recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and
ending on the third business day prior to the notice of redemption to warrant holders; and
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•
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if, and only if, there is a current registration statement
in effect with respect to the Class A ordinary shares underlying such warrants.
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If
and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable
to register or qualify the underlying securities for sale under all applicable state securities laws.
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise
the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and
number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in
the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the
Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no
event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will
not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s
assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
LIV CAPITAL ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class
A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company's board of directors,
and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by
the Sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume
weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading
day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below
$9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price described above will be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the newly issued price.
The
Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Offering,
except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement
Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject
to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable
so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held
by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable
by the Company and exercisable by such holders on the same basis as the Public Warrants.
Representative Shares
In
October 2019, the Company issued to EarlyBirdCapital and its designees an aggregate of 60,000 Class B ordinary shares (the “Representative
Shares”). The Company accounted for the Representative Shares as an offering cost of the Proposed Offering, with a corresponding
credit to shareholders’ equity. The Company estimated the fair value of Representative Shares to be $869 based upon the
price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign
or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their
redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their
rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business
Combination within the Combination Period.
The
Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately
following the effective date of the registration statement related to the Proposed Offering pursuant to Rule 5110(g)(1) of FINRA’s
NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days
immediately following the effective date of the registration statements related to the Proposed Offering, nor may they be sold,
transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration
statements related to the Proposed Offering except to any underwriter and selected dealer participating in the Proposed Offering
and their bona fide officers or partners.
NOTE 8. SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial
statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would
have required adjustment or disclosure in the financial statements.
6,000,000 Units
LIV Capital Acquisition Corp.
_________________
PRELIMINARY PROSPECTUS
, 2019
_________________
Sole Book-Running Manager
EarlyBirdCapital, Inc.
Until ,2019
(25 days after the date of this prospectus), all dealers that buy, sell or trade our Class A ordinary shares, whether or not participating
in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses payable by us in connection with the
offering described in this registration statement (other than the underwriting discounts and commissions) will be as follows:
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Legal fees and expenses
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$
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300,000
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Accounting fees and expenses
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42,000
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SEC expenses
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8,957
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FINRA expenses
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10,850
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Nasdaq listing and filing fees
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50,000
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Printing and engraving expenses
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20,000
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Miscellaneous expenses
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68,193
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Total offering expenses
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$
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500,000
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Item 14. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s
memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against
willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and
articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law,
including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful
neglect.
We may purchase a policy of directors’ and officers’
liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in
some circumstances and insures us against our obligations to indemnify our officers and directors. We also intend to enter into
indemnity agreements with them.
Our officers and directors have agreed to waive any right, title,
interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or
claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek
recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be
satisfied by us if we (i) have sufficient funds outside of the trust account or (ii) consummate an initial business combination.
Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage
awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions and the insurance are necessary
to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have
been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Item 15. Recent Sales of Unregistered Securities.
On October 4, 2019, an affiliate of our sponsor subscribed for
an aggregate of 1,725,000 founders shares, for an aggregate offering price of $25,000 at an average purchase price of $0.0145 per
share, which founders shares were transferred to our sponsor on November 6, 2019. The number of founders shares issued was determined
based on the expectation that the founders shares would represent approximately 20% of the issued and outstanding ordinary shares
upon completion of this offering (assuming the sponsor does not purchase any units in this offering and excluding the representative
shares). Such transactions were exempt from registration as a result of Section 4(a)(2) of the Securities Act. These entities are
accredited investors for purposes of Rule 501 of Regulation D.
On October 8, 2019, we also issued to EarlyBirdCapital, Inc.
and its designees an aggregate of 60,000 Class B representative shares at a purchase price of $0.0001 per share. In addition, our
sponsor has committed, pursuant to a
written agreement, to purchase from us an aggregate of 2,350,000
(or 2,552,500 if the underwriter’s over-allotment option is exercised in full) private warrants at $1.00 per warrant (for
an aggregate purchase price of $2,350,000 or $2,552,500 if the underwriter’s over-allotment option is exercised in full).
This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This
issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect
to such sales.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
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Exhibit
No.
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Description
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1.1
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Form of Underwriting Agreement
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1.2
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Form of Business Combination Marketing Agreement
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3.1
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Memorandum and Articles of Association
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3.2
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Form of Amended and Restated Memorandum and Articles of Association
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4.1
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Specimen Unit Certificate
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4.2
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Specimen Ordinary Share Certificate
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4.3
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Specimen Warrant Certificate
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4.4
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Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
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5.1
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Opinion of Maples and Calder
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5.2
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Opinion of Davis Polk & Wardwell LLP
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10.1
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Promissory Note, dated October 3, 2019, issued to LIVE Fund I Partners L.P.
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10.2
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Form of Letter Agreement among the Registrant and its officers, directors and LIV Capital Acquisition Sponsor, L.P.
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10.3
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Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
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10.4
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Form of Registration Rights Agreement between the Registrant and certain security holders
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10.5
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Securities Subscription Agreement, dated October 4, 2019, between the Registrant and LIVE Fund I Partners L.P.
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10.6
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Form of Sponsor Warrants Purchase Agreement between the Registrant and LIV Capital Acquisition Sponsor, L.P.
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10.7
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Form of Indemnity Agreement
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10.8
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Form of Administrative Services Agreement between the Registrant and LIV Capital Acquisition Sponsor, L.P.
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10.9
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Assignment and Assumption Agreement, dated November 6, 2019, between LIVE Fund I Partners L.P. and LIV Capital Acquisition Sponsor, L.P.
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10.10
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Share Transfer, dated November 6, 2019, by LIVE Fund I Partners L.P.
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23.1
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Consent of Marcum LLP
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23.2
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Consent of Maples and Calder (included in Exhibit 5.1)
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(b) Financial Statements.
See page F-1 for an index to the financial statements and schedules included in the registration statement.
Item 17. Undertakings.
(a) The undersigned
registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates
in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
(b) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
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(c)
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The undersigned registrant hereby undertakes that:
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(1)
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For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
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(2)
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For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to
Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part
of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such date of first use.
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(4)
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For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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i.
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
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ii.
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by an undersigned registrant;
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iii.
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
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iv.
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on November 20, 2019.
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LIV Capital Acquisition Corp.
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By:
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/s/ Alexander R. Rossi
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Name:
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Alexander R. Rossi
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Title:
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Chief Executive Officer and Chairman
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alexander R. Rossi and Luis Rodrigo Clemente Gamero his true and lawful attorney-in-fact, with full power
of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments
including pre- and post-effective amendments to this registration statement, any subsequent registration statement for the same
offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and pre- or post-effective amendments
thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Name
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Position
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Date
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/s/ Alexander R. Rossi
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Chief Executive Officer and Chairman (Principal Executive Officer)
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November 20, 2019
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Alexander R. Rossi
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/s/ Luis Rodrigo Clemente Gamero
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Chief Financial Officer (Principal Financial and Accounting Officer)
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November 20, 2019
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Luis Rodrigo Clemente Gamero
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/s/ Humberto Zesati
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Director
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November 20, 2019
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Humberto Zesati
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/s/ Miguel Ángel Dávila
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Director
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November 20, 2019
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Miguel Ángel Dávila
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities
Act of 1933, as amended, the undersigned has signed this registration statement, solely in its capacity as the duly authorized
representative of LIV Capital Acquisition Corp., in New York, New York, on November 20, 2019.
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By:
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/s/ Richard Arthur
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Name:
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Richard Arthur
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Title:
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Assistant Secretary on behalf of Cogency Global Inc.
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Exhibit
1.1
6,000,000 Units
LIV
CAPITAL ACQUISITION CORP.
UNDERWRITING AGREEMENT
New York, New York
________, 2019
EarlyBirdCapital, Inc.
366 Madison Avenue
New York, New York 10017
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
LIV Capital Acquisition
Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital,
Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any),
for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred
to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
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1.
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Purchase and Sale of Securities.
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1.1.1. Purchase
of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of
6,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of
$9.775 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary
Shares”), and one redeemable warrant (the “Warrant(s)”) each Warrant to purchase one Ordinary Share
for $11.50 per share. The Ordinary Shares and Warrants included in the Firm Units will not be separately tradable until 90 days
after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject
to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”)
containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering (defined below)
and the sale of the Private Warrants (defined below) and issuing a press release announcing when such separate trading will begin.
The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their
respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”)
at the offering price of $10.00 per Firm Unit.
EarlyBirdCapital, Inc.
________, 2019
Page 2 of 45
1.1.2. Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., Eastern time, on the second (2nd)
Business Day following the commencement of trading of the Firm Units, or at such earlier time as shall be agreed upon by the Representative
and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the
Company. The closing of the Offering is referred to herein as the “Closing” and the hour and date of delivery
and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units
shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by wire transfer
in Federal (same day) funds. The Company shall receive an aggregate of approximately $61,000,000 net proceeds from the sale of
the Firm Units and the Private Warrants (defined in Section 1.3.3 herein), of which $60,000,000 shall be deposited on the Closing
Date into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders,
as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management
Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company
(“CST&T”) substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds
(less actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon
delivery of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Units (or
through the facilities of the DTC for the account of the Representative). The Firm Units shall be registered in such name
or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days (defined
below) prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery
at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm
Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Business Day”
shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business,
and the term “Public Shareholders” means the holders of Ordinary Shares sold in the Offering or acquired in
the aftermarket, including any of the Insiders (as defined in Section 1.4.1 below) to the extent they acquire such Ordinary Shares
in the Offering or in the aftermarket (and solely with respect to such shares).
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1.2.
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Over-Allotment Option
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1.2.1. The
Representative shall have the option (the “Over-Allotment Option”) to purchase all or less than all of an additional
900,000 Units (the “Option Units”) solely for the purposes of covering any over-allotments in connection with
the distribution and sale of the Firm Units. Such Option Units shall, at the Representative’s election, be purchased for
each account of the several Underwriters in the same proportion as the number of Firm Units set forth opposite such Underwriter’s
name on Schedule A hereto (subject to adjustment by the Representative to eliminate fractions). Such Option Units shall be identical
in all respects to the Firm Units. The Firm Units and the Option Units are hereinafter collectively referred to as the “Public
Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have
EarlyBirdCapital, Inc.
________, 2019
Page 3 of 45
been, or simultaneously are, sold and delivered.
The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously
exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to
be paid for each Option Unit (net of discounts and commissions) will be $9.775 per Option Unit.
1.2.2. Exercise
of Option. The Over-Allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to
all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the Effective Date. The
Representative will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option.
The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which
must be confirmed in accordance with Section 10.1 herein setting forth the number of Option Units to be purchased and the date
and time for delivery of and payment for the Option Units, if other than the Closing Date (the “Option Closing Date”),
which shall not be earlier than the Closing Date or be later than ten (10) full Business Days after the date of the notice or such
other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other
place as shall be agreed upon by the Company and the Representative. Upon exercise of the Over-Allotment Option, the Company will
become obligated to convey to the Representative, and, subject to the terms and conditions set forth herein, the Representative
will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3. Payment
and Delivery. Payment for the Option Units shall be made on the Option Closing Date at the Representative’s election
by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds,
payable as follows: $9.775 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery
of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the facilities
of DTC) for the account of the Representative). The certificates representing the Option Units to be delivered will be in such
denominations and registered in such names as the Representative requests not less than two full business days prior to the Closing
Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking
and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full business day
prior to such Closing Date or Option Closing Date, as applicable.
1.3.1. In
October 2019, the Company issued, for aggregate consideration of $25,000, 1,725,000 Class B ordinary shares (the “Founders
Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act”). The Founders Shares were subsequently transferred to LIV Capital Acquisition Sponsor,
L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). No underwriting discounts, commissions
or placement fees have been or will be payable in connection with the sale of the Founders Shares. The Founders Shares shall be
subject to
EarlyBirdCapital, Inc.
________, 2019
Page 4 of 45
restrictions
on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with
respect to any portion of the Founders Shares in the event the Company fails to consummate any proposed Business Combination within
the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees
and expenses. The Sponsor shall not have conversion rights with respect to the Founders Shares nor shall it be entitled to sell
such Founders Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that
the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 of the Founders Shares shall
be forfeited in an amount necessary to maintain the Sponsor’s 20% ownership interest in the Ordinary Shares after giving
effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s
Shares and any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates
(“Insiders”)).
1.3.2. In
October 2019, the Company issued to the Representative and its designees, for an aggregate of $6.00, 60,000 Class B ordinary shares
(the “Representative’s Shares”) in a private placement intended to be exempt from registration under
Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection
with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer,
assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial
merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination,
or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”).
The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall
not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled
to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments
to the Charter Documents (as defined below) as described in the Prospectus (as defined in
Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s
Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the
Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares
for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement
(as defined in Section 2.1.1 below) to anyone other than (i) the Representative or an Underwriter or selected dealer in connection
with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer.
Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person
for a period of 180 days immediately following the effective date of the Registration Statement. The certificates (or book entry
positions) for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions.
The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement
(as defined in Section 2.24.5).
EarlyBirdCapital, Inc.
________, 2019
Page 5 of 45
1.3.3. Simultaneously
with the Closing Date, the Sponsor will purchase from the Company pursuant to the Warrant Purchase Agreement (as defined in Section
2.24.2 below), an aggregate of 2,350,000 Warrants (the “Private Warrants”)
at a purchase price of $1.00 per Private Warrant in a private placement (the “Private
Placement”) intended to be exempt from registration under the Act. The terms of the Private Warrants are as
described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have
been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the
Over-allotment Option is exercised, it will purchase up to 202,500 additional Private
Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private
Warrants into the Trust Account such that the amount of funds in the Trust Account
shall be $10.00 per Public Share sold in the Offering.
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1.4.
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Working Capital; Trust Account Proceeds.
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1.4.1. Working
Capital. Upon consummation of the Offering, it is intended that approximately $500,000 of the proceeds from the sale of the
Firm Units and Private Warrants will be released to the Company to fund the working
capital requirements of the Company.
1.4.2. Trust
Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination
as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust
Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes
incurred by the Company and up to $100,000 to pay dissolution expenses, all as more fully described in the Prospectus.
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2.
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Representations and Warranties of the Company.
The Company represents and warrants to the Underwriters as follows:
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2.1.
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Filing of Registration Statement.
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2.1.1. Pursuant
to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-______), including any related preliminary
prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement
immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the
Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements
of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. Except
as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration
statement became effective (“Effective Date”) (including the prospectus, financial statements, schedules, exhibits
and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such
time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration
EarlyBirdCapital, Inc.
________, 2019
Page 6 of 45
Statement,” and the form of
the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus
containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company
with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes
of this Agreement, “Time of Sale,” as used in the Act, means 5:00 p.m. Eastern time, on the date of this Agreement.
Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed
on ______, 2019, for distribution by the Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale,
the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file,
a Registration Statement pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration
Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement”
shall be deemed to include such 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed,
becomes effective upon filing, no other document with respect to the Registration Statement has been filed with the Commission.
All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration
Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company
or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material
fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their
old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional
information available to purchasers at the time of entry into the first such new purchase contract.
2.1.2. Pursuant
to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-____)
providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of
the Units, Ordinary Shares and Warrants. The registration of the Units, Ordinary Shares and Warrants under the Exchange Act
has been declared effective by the Commission on the date hereof.
2.2. No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any foreign or state regulatory authority
has issued any order or threatened to issue any order preventing or suspending the use of any Statutory Prospectus or Prospectus
or has instituted or, to the best of the Company’s knowledge, threatened to institute any proceedings with respect to such
an order.
2.3. Disclosures
in Registration Statement.
2.3.1. 10b-5
Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective
amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement,
EarlyBirdCapital, Inc.
________, 2019
Page 7 of 45
the Statutory Prospectus and the Prospectus
contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations,
and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and
at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein
not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any
supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading; and at the Time of
Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,
that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in
reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters
expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement
thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination
of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections
titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned
“Underwriting.”
2.3.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Statutory Prospectus and the
Prospectus conform to the descriptions thereof contained therein and there are no agreements or other documents required to be
described in the Registration Statement, the Statutory Prospectus or the Prospectus or to be filed with the Commission as exhibits
to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized
or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that
is referred to in the Registration Statement or attached as an exhibit thereto, or (ii) is material to the Company’s business,
has been duly and validly executed by the Company, is in full force and effect in all material respects and is enforceable against
the Company and, to the Company’s knowledge, the other parties thereto, in all material respects accordance with its terms,
except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal
and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may
be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and
none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge,
any other party is in breach or default thereunder and, to the Company’s knowledge, no event has occurred that, with the
lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge,
performance by the Company of the material provisions of such agreements or instruments will not result in a
EarlyBirdCapital, Inc.
________, 2019
Page 8 of 45
violation of any existing applicable law,
rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over
the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.
2.3.3. Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the
benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s
formation, except as disclosed in the Registration Statement.
2.3.4. Regulations.
The disclosures in the Registration Statement, the Statutory Prospectus and the Prospectus concerning the effects of foreign, federal,
state and local regulation on the Company’s business as currently contemplated are correct in all material respects and do
not omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made,
not misleading.
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2.4.
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Changes After Dates in Registration Statement.
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2.4.1. No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the
Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse
change in the condition, financial or otherwise, or business prospects of the Company; (ii) there have been no material transactions
entered into by the Company, other than as contemplated pursuant to this Agreement; (iii) no member of the Company’s board
of directors or management has resigned from any position with the Company; and (iv) no event or occurrence has taken place which
materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Company’s
board of directors or management to act in their capacities with the Company as described in the Registration Statement, the Statutory
Prospectus and the Prospectus.
2.4.2. Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Statutory Prospectus and the Prospectus and except as may otherwise be indicated or contemplated herein or therein, the Company
has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared
or paid any dividend or made any other distribution on or in respect to its shares.
2.5. Independent
Accountants. Marcum LLP (“Marcum”), whose report is filed with the Commission as part of the Registration
Statement and included in the Registration Statement, the Statutory Prospectus and the Prospectus, are independent registered public
accountants as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”),
including the rules and regulations promulgated by such entity. To the Company’s knowledge, Marcum is duly registered and
in good standing with the PCAOB. Marcum has not, during the periods covered by the financial statements included in the Registration
Statement, the
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Statutory Prospectus and the Prospectus,
provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
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2.6.
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Financial Statements; Statistical Data.
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2.6.1. Financial
Statements. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement,
the Statutory Prospectus and the Prospectus, fairly present in all material respects the financial position and the results of
operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared
in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout
the periods involved; and the supporting schedules included in the Registration Statement present fairly in all material respects
the information required to be stated therein in conformity with the Regulations. No other financial statements or supporting
schedules are required to be included or incorporated by reference in the Registration Statement, the Statutory Prospectus or the
Prospectus. The Registration Statement, the Statutory Prospectus and the Prospectus disclose all material off-balance sheet transactions,
arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities
or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial
condition, results of operations, prospects, liquidity, capital expenditures, capital resources, or significant components of revenues
or expenses. There are no pro forma or as adjusted financial statements which are required to be included in the Registration Statement,
the Statutory Prospectus or the Prospectus in accordance with Regulation S-X of the Regulations which have not been included as
so required.
2.6.2. Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Statutory Prospectus
and/or the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable
and accurate, and such data agree with the sources from which they are derived.
2.7. Authorized
Capital; Options, etc. The Company had at the date or dates indicated in each of the Registration Statement, the Statutory
Prospectus and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration
Statement, the Statutory Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the
Statutory Prospectus and the Prospectus, the Company will have on the Closing Date the adjusted share capitalization set forth
therein. Except as set forth in, or contemplated by, the Registration Statement, the Statutory Prospectus and the Prospectus, on
the Effective Date and on the Closing Date, there will be no options, warrants, or other rights to purchase or otherwise acquire
any authorized, but unissued Ordinary Shares or any security convertible into Ordinary Shares, or any contracts or commitments
to issue or sell Ordinary Shares or any such options, warrants, rights or convertible securities.
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2.8.
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Valid Issuance of Securities, etc.
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2.8.1. Outstanding
Securities. The issued and outstanding Founders Shares and Representative’s Shares have been duly authorized and
validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and
are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of
the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. Such
securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory
Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding Founders Shares and Representative’s
Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in
part on the representations and warranties of the purchasers of the Founders Shares and Representative’s Shares) or exempt
from such registration requirements.
2.8.2. Securities
To Be Sold.
2.8.2.1. The
Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement,
will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability
by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders
of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken
for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities
conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus
and the Prospectus, as the case may be.
2.8.2.2. The
Private Warrants have been duly authorized and reserved for issuance and when issued
and paid for in accordance with the Warrant Purchase Agreement, will be validly issued, fully paid and non-assessable; the holders
thereof are not and will not be subject to personal liability by reason of being such holders; the Private Warrants
are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights
granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private
Warrants has been duly and validly taken. The Private Warrants conform
in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the
Prospectus, as the case may be. The offer and sale of the Private Warrants was exempt from the registration requirements of the
Act.
2.8.3. No
Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities
which are required to be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public
Securities pursuant to the Registration Statement.
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2.9. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the
Company have the right to require the Company to register any such securities of the Company under the Act or to include any such
securities in a registration statement to be filed by the Company.
2.10. Validity
and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Warrant Purchase Agreement, the Services Agreement
(as defined in Section 2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the
Warrant Agreement and the Registration Rights Agreement (collectively, the “Transaction Documents”) have been
duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will
constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal
and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief
may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.11. No
Conflicts, etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation
by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and
thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation
of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification,
termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of
any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property
is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Memorandum and Articles
of Association of the Company, as amended (collectively, the “Charter Documents”); or (iii) violate any existing
applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign,
having jurisdiction over the Company or any of its properties, business or assets.
2.12. No
Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant
or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other
agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the
Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject.
The Company is not in violation of any term or provision of its Charter Documents or in violation of any franchise, license, permit,
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applicable law, rule, regulation, judgment
or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties
or businesses.
2.13. Corporate
Power; Licenses; Consents.
2.13.1. Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the
date hereof to conduct its business for the purposes described in the Registration Statement, the Statutory Prospectus and the
Prospectus. The disclosures in the Registration Statement, the Statutory Prospectus and the Prospectus concerning the effects
of foreign, federal, state and local regulation on this Offering and the Company’s business purpose as currently contemplated
are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. Since its formation and
except as described in the Registration Statement, the Company has conducted no business and has incurred no liabilities other
than in connection with its formation and in furtherance of the Offering.
2.13.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out
the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have
been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign
or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Private Warrants and the consummation
of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement,
the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules
and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).
2.14. D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s officers, directors, 5% beneficial owners and owners of unregistered securities acquired
within the past 180 days (the “Respondents”) immediately prior to the initial filing of the Registration Statement
and provided to the Representative, as such Questionnaires may have been updated from time to time and confirmed by each of the
Respondents, as well as the biographies previously provided to the Representative, is true and correct in all material respects
and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires to become
inaccurate and incorrect.
2.15. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s
knowledge, any of the Respondents or any of the Insiders, which has not been disclosed in the Registration Statement, the Statutory
Prospectus and the Prospectus.
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2.16. Good
Standing. The Company has been duly incorporated and is validly existing as a company and is in good standing under the
laws of its jurisdiction of incorporation and is duly qualified to do business and is in good standing as a foreign company in
each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where
the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings,
business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set
forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) (a “Material
Adverse Effect”).
2.17. No
Contemplation of a Business Combination. The Company does not have any specific Business Combination under consideration and
it has not (nor has anyone on its behalf), directly or indirectly, contacted any prospective business (each, a “Target
Business”) or had any substantive discussions, formal or otherwise, with respect to such a transaction.
2.18. Transactions
Affecting Disclosure to FINRA.
2.18.1. To
the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”)
completed by each of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from
time to time and confirmed by each of the Respondents, is true and correct in all material respects and the Company has not become
aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect.
2.18.2. Except
as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements,
agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Company
Affiliate with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of
the Company or, to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as determined
by FINRA.
2.18.3. Except
as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any
direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise,
in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital
to the Company; (ii) to any FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association
with any FINRA member, within the 180-day period prior to the initial filing date of the Registration Statement with the Commission.
2.18.4. To
the Company’s knowledge, except as set forth in the FINRA Questionnaires, no officer or director or any direct or indirect
beneficial owner of 5% or greater
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of any class of the Company’s securities,
including the Insiders and holders of securities to be purchased in the Private Placement (whether debt or equity, registered or
unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company
Affiliate”) is a member of FINRA, or a person associated or affiliated with a member of FINRA.
2.18.5. To
the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or other
securities of any member of FINRA (other than securities purchased on the open market).
2.18.6. To
the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated loan
to any member of FINRA.
2.18.7. No
proceeds from the sale of the Public Securities or Private Warrants (excluding underwriting
compensation) will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically
authorized herein.
2.18.8. The
Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential
underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior
to the initial filing date of the Registration Statement with the Commission, except as disclosed in the Registration Statement,
the Statutory Prospectus and the Prospectus.
2.18.9. To
the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have
been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the
Commission has any relationship or affiliation or association with any member of FINRA.
2.18.10. To
the Company’s knowledge, no FINRA member intending to participate in the Offering has a conflict of interest (as defined
by FINRA rules) with the Company.
2.18.11. Except
with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement
(including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the
initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt
of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a FINRA
member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and/or any
related persons.
2.19. Taxes.
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2.19.1.
There are no transfer taxes or other similar fees or charges under Cayman Islands law, U.S. federal law or the laws of any U.S.
state or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement
or the issuance or sale by the Company of the Public Securities.
2.19.2.
The Company has filed all non-U.S. and U.S. federal, state and local tax returns that are required to be a filed or has requested
extensions thereof, except in any case in which the failure to so file would not have a Material Adverse Effect, and has paid
all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the
foregoing in due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith
or as would not have a Material Adverse Effect.
2.19.3. Assuming
the Company satisfies the "start up exception" (as described in the Registration Statement) to the "passive foreign
investment company" ("PFIC") provisions of the Internal Revenue Code of 1986, as amended, and subject to the discussion
of PFICs and other Federal income tax issues set forth in the Registration Statement under the heading "Income Tax Considerations",
the Company will not be a PFIC for Federal income tax purposes for its initial taxable year ending December 31, 2019.
2.20. Foreign
Corrupt Practices Act. Neither the Company nor any of the Respondents or any other person acting on behalf of the Company
is aware of or has taken any action, directly or indirectly, that: (i) would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or otherwise
subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if not done
in the past, might reasonably be expected to have had a Material Adverse Effect or (iii) if not continued in the future, might
reasonably be expected to materially and adversely affect the assets, business or operations of the Company, including, without
limitation, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the
ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of
any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office
(domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may
be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction).
The Company’s internal accounting controls and procedures are sufficient to cause the Company to comply with the FCPA.
2.21. Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in material
compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting
Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental
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agency, authority or body or any arbitrator
involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
2.22. Bank
Secrecy Act; Money Laundering; Patriot Act. Neither the Company, nor to the Company’s knowledge, any Company Affiliate,
has violated: (i) the Bank Secrecy Act, as amended, (ii) the Money Laundering Laws or (iii) the Uniting and Strengthening of America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and
regulations promulgated under any such law, or any successor law.
2.23. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative
or to its counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.24. Agreements
With Company Affiliates.
2.24.1. Insider
Letters. The Company has caused to be duly executed legally binding and enforceable agreements (except (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability
of any indemnification contribution provision may be limited under foreign, federal and state securities laws, and (iii) that the
remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought) in the form annexed as an exhibit to the
Registration Statement (the “Insider Letters”), pursuant to which each of the Respondents agrees to certain
matters, including but not limited to, the voting of Ordinary Shares held by them and certain matters described as being agreed
to by them under the “Proposed Business” section of the Registration Statement, the Statutory Prospectus and Prospectus.
2.24.2. Warrant
Purchase Agreement. The Sponsor has executed and delivered a Sponsor Warrants Purchase
Agreement, the form of which is annexed as an exhibits to the Registration Statement (the “Warrant Purchase Agreement”),
pursuant to which the Sponsor has agreed, among other things, that it will purchase
on the Closing Date the Private Warrants in the Private Placement. Pursuant to the Warrant Purchase Agreement, the Sponsor
has waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect
of the Ordinary Shares underlying the Private Warrants in the event that a Business Combination is not consummated and the Trust
Account is liquidated in accordance with the terms of the Trust Agreement.
2.24.3. Non-Competition/Solicitation.
To the Company’s knowledge, no Respondent is subject to any non-competition agreement or non-solicitation agreement with
any employer or prior employer which could materially affect such Respondent’s ability to be and act in the capacity of a
director or officer of the Company, as applicable.
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2.24.4. Loans.
The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $150,000, as described in the Registration
Statement (the “Insider Loan”). The Insider Loan will not bear any interest and will be repayable by the Company
on the consummation of the Offering.
2.24.5. Registration
Rights Agreement. The Company, the Insiders and the Representative have entered into a registration rights agreement (“Registration
Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the Insiders
and the Representative will be entitled to certain registration rights with respect to their securities, as set forth in such Registration
Rights Agreement and described more fully in the Registration Statement.
2.24.6. Administrative
Services. The Company has entered into an agreement (“Services Agreement”) with the Sponsor, substantially
in the form annexed as an exhibit to the Registration Statement, pursuant to which the Sponsor will make available to the Company,
on the terms and subject to the conditions set forth therein, general and administrative services including office space, utilities
and secretarial support for the Company’s use for up to $10,000 per month payable until the earlier of the consummation by
the Company of a Business Combination or the liquidation of the Trust Account.
2.25. Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with
respect to certain proceeds of the Offering and the Private Placement substantially in the form filed as an exhibit to the Registration
Statement, pursuant to which the funds held in the Trust Account may be released under limited circumstances. The Trust Agreement
shall not be amended, modified or otherwise changed in any way that modifies the rights or obligations of the Company without
the prior written consent of the Representative.
2.26. Business
Combination Marketing Agreement. The Company and the Representative have entered into
a separate business combination marketing agreement substantially in the form filed as an exhibit to the Registration Statement
(the “Business Combination Marketing Agreement”).
2.27. Warrant
Agreement. The Company has entered into a warrant agreement with respect to the Warrants,
Private Warrants and any other warrants that may be issued by the Company with CST&T substantially in the form filed as an
exhibit to the Registration Statement (the “Warrant Agreement”).
2.28. Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940
(“Investment Company Act”)) of the Company’s total assets (exclusive of cash items and “Government
Securities,” as defined in Section 2(a)(16) of the Investment Company Act) consist of, and no more than 45% of the Company’s
net income after taxes is derived from, securities other than Government Securities.
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2.29. Investment
Company Act. The Company is not required, and upon the issuance and sale of the Public Securities as herein contemplated and
the application of the net proceeds therefrom as described in the Prospectus will not be required, to register as an “investment
company” under the Investment Company Act.
2.30. Subsidiaries.
The Company does not own an interest in any company, corporation, partnership, limited liability company, joint venture, trust
or other business entity.
2.31. Related
Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate,
on the one hand, and any director, officer, customer or supplier of the Company or any Company Affiliate, on the other hand, which
is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Statutory Prospectus
and the Prospectus, which is not so described as required. There are no outstanding loans, advances or guarantees of indebtedness
by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members,
except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has not extended or
maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or
for any director or officer of the Company.
2.32. No
Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the
intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or
publish favorable information about the Company or any such affiliate.
2.33. Sarbanes-Oxley.
The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended (“SOX”),
and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any governmental
or self-regulatory entity or agency, that are applicable to it as of the date hereof.
2.34. Nasdaq
Eligibility. As of the Effective Date, the Public Securities have been approved for listing on the Nasdaq Capital Market (“Nasdaq”),
subject to official notice of issuance and evidence of satisfactory distribution. There is and has been no failure on the part
of the Company or any of the Company's directors or officers, in their capacities as such, to comply with (as and when applicable),
and immediately following the effectiveness of the Registration Statement the Company will be in compliance with, the rules of
Nasdaq, as amended.
2.35. Emerging
Growth Status. From the date of the Company’s formation through the date hereof, the Company has been and is an “emerging
growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.36. Free-Writing
Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute
an issuer free writing prospectus, as
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defined in Rule 433 under the Act, or that
would otherwise constitute a “free writing prospectus” as defined in Rule 405. The Company (a) has not engaged in any
Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities
that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors
within the meaning of Rule 501 under the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other
than its officers and the Representative and individuals engaged by the Representative. The Company has not distributed any written
Testing-the-Waters Communications other than those listed on Schedule B hereto. As used herein, “Testing-the-Waters Communication”
means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.
2.37. Disclosure
Controls and Procedures. The Company maintains effective “disclosure controls and procedures” (as defined under
Rule 13a-15(e) under the Exchange Act to the extent required by such rule).
2.38. Definition
of “Knowledge”. As used in herein, the term “knowledge of the Company” (or similar language)
shall mean the knowledge of the Company’s executive officers and directors, with the assumption that such officers and directors
shall have made reasonable and diligent inquiry of the matters presented.
3. Covenants
of the Company. The Company covenants and agrees as follows:
3.1. Amendments
to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement
to the Registration Statement or Prospectus proposed to be filed after the Effective Date and shall not file any such amendment
or supplement to which the Representative shall reasonably object in writing.
3.2. Federal
Securities Laws.
3.2.1. Compliance.
During the time when a prospectus is required to be delivered under the Act, the Company will use all reasonable efforts to comply
with all requirements imposed upon it by the Act, the Regulations and the Exchange Act and by the regulations under the Exchange
Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities
in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities
is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the
Company or counsel for the Underwriters, the Statutory Prospectus and the Prospectus, as then amended or supplemented includes
an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary during such
period to amend the Registration Statement or amend or supplement the Statutory Prospectus and Prospectus to comply with the Act,
the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1
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hereof, an appropriate amendment to the
Registration Statement or amendment or supplement to the Statutory Prospectus and Prospectus (at the expense of the Company) so
as to correct such statement or omission or effect such compliance.
3.2.2. Filing
of Final Prospectus. The Company will promptly file the Prospectus (in form and substance satisfactory to the Representative)
with the Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange
Act Registration. For a period of five years from the Effective Date, or until such earlier time (x) upon which the Trust
Account is to be liquidated if a Business Combination has not been consummated by the Termination Date or (y) the Company completes
a going-private transaction, the Company (i) will use its reasonable best efforts to maintain the registration of the Ordinary
Shares and Warrants under the provisions of the Exchange Act and (ii) will not deregister the Ordinary Shares or Warrants under
the Exchange Act without the prior written consent of the Representative.
3.2.4. Free
Writing Prospectuses. The Company agrees that it will not make any offer relating to the Public Securities that would constitute
an issuer free writing prospectus, as defined in Rule 433 under the Act.
3.2.5. Sarbanes-Oxley
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter
maintain material compliance with each applicable provision of SOX and the rules and regulations promulgated thereunder and related
or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over
the Company.
3.3. Emerging
Growth Company Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company
at any time prior to the earliest of (x) five years after the consummation of the Company’s initial Business Combination,
(y) the liquidation of the Trust Account if a Business Combination is not consummated by the Termination Date and (z) the date
on which the Company completes a going-private transaction.
3.4. Blue
Sky Filing. The Company will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration
Statement becomes Effective to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions
as the Representative may reasonably designate, provided that no such qualification shall be required in any jurisdiction where,
as a result thereof, the Company would be subject to service of general process or to taxation as a foreign company doing business
in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative
agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements
or reports at such times as are or may be required by the laws of such jurisdiction.
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3.5. Delivery
of Materials to Underwriters. The Company will deliver to each of the several Underwriters, without charge and from time
to time during the period when a prospectus is required to be delivered under the Act or the Exchange Act, such number of copies
of each Statutory Prospectus, the Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably
request.
3.6. Effectiveness
and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement
to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness
of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of
the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public
Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose;
(iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus;
(v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of
any event during the period described in this Section 3.6 hereof that, in the judgment of the Company or its counsel, makes
any statement of a material fact made in the Registration Statement, the Statutory Prospectus or the Prospectus untrue or that
requires the making of any changes in the Registration Statement, the Statutory Prospectus and Prospectus in order to make the
statements therein, (with respect to the Prospectus and the Statutory Prospectus and in light of the circumstances under which
they were made), not misleading. If the Commission or any foreign or state securities commission shall enter a stop order
or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such
order.
3.7. Review
of Financial Statements. Until the earliest of five years from the Effective Date, the liquidation of the Trust Account
if a Business Combination is not consummated by the Termination Date and the date on which the Company completes a going-private
transaction, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review
(but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement
of quarterly financial information, the filing of the Company’s Form 10-Q quarterly report.
3.8. Affiliated
Transactions.
3.8.1. Business
Combinations. The Company will not consummate a Business Combination with an entity that is affiliated with any Insider
unless in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that
commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and a majority
of the Company’s disinterested and independent directors (if there are any) approve such transaction.
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3.8.2. Compensation.
Except as disclosed in the Registration Statement, the Company shall not pay any Insider or Company Affiliate or any of their affiliates
any fees or compensation for services rendered to the Company prior to, or in connection with, either this Offering or the Business
Combination.
3.9. Secondary
Market Trading and Standard & Poor’s. If the Company does not maintain the listing of the Public Securities on Nasdaq
or another national securities exchange, the Company will (i) apply to be included in Standard & Poor’s Daily News and
Corporation Records Corporate Descriptions for a period of five years from the consummation of a Business Combination, (ii) take
such commercially reasonable steps as may be necessary to obtain a secondary market trading exemption for the Company’s securities
in the State of California and (iii) take such other action as may be reasonably requested by the Representative to obtain a secondary
market trading exemption in such other states as may be requested by the Representative; provided that no qualification shall be
required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation
as a foreign company doing business in such jurisdiction; and provided further that no qualification shall be required after the
date on which the Company completes a going-private transaction.
3.10. Reports
to the Representative.
3.10.1. Periodic
Reports, etc. For a period of five years from the Effective Date or until such earlier time upon which the Company is
required to be liquidated and dissolved or such date on which the Company completes a going-private transaction, the Company will
furnish to the Representative and its counsel copies of such financial statements and other periodic and special reports as the
Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Representative:
(i) a copy of each periodic report the Company shall be required to file with the Commission; (ii) a copy of every press release
and every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a
copy of each Current Report on Form 8-K and any Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company; (iv) five
copies of each registration statement filed by the Company with the Commission under the Securities Act; and (v) such additional
documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative
may from time to time reasonably request; provided that the Representative shall sign, if requested by the Company, a Regulation
FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection with
the Representative’s receipt of such information. Documents filed with the Commission pursuant to Electronic Data Gathering,
Analysis and Retrieval System (“EDGAR”) shall be deemed to have been delivered to the Representative pursuant
to this section.
3.10.2. For
a period of five years following the Effective Date or until such earlier time upon which the Company is required to be liquidated
or such date on which the Company
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completes a going-private transaction,
the Company shall retain a transfer agent and warrant agent acceptable to the Representative. CST&T is acceptable to the Underwriters.
3.11. Payment
of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the
extent not paid at Closing Date, or such later date as may be agreed to by the Representative in its sole discretion, all fees
and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to:
(i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration
Statement, the Statutory Prospectus, and the final Prospectus and mailing of this Agreement and related documents, including the
cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may
be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Ordinary Shares and Warrants
included in the Units, including any transfer or other taxes payable thereon; (iii) Nasdaq filing fees or, if necessary, the qualification
of the Public Securities under state or foreign securities or Blue Sky laws; (iv) fees and expenses (including legal fees of the
Representative’s counsel not to exceed $15,000) incurred in registering the Offering with FINRA; (v) fees and disbursements
of the transfer and warrant agent; (vi) all costs and expenses of the Company associated with “road show” marketing
and “due diligence” trips for the Company’s management to meet with prospective investors, including without
limitation, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (vii)
all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section 3.12. The Company also agrees that it will pay for an investigative
search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually
selected by the Representative and the Company (not to exceed $______). If the Offering is consummated, the Representative may
deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall
be mutually agreed upon between the Company and the Representative prior to the Closing Date) to be paid by the Company to the
Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any
of its obligations hereunder), then the Company shall reimburse the Representative in full for its reasonable out-of-pocket expenses
actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.
3.12. Application
of Net Proceeds. The Company will apply the net proceeds from this Offering received by it in a manner substantially
consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.13. Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon
as practicable, but not later than the first day of the sixteenth full calendar month following the Effective Date, an earnings
statement (which need not be certified by independent public or independent certified public accountants unless required by the
Act or the Regulations, but which shall satisfy the provisions of Rule 158(a)
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under Section 11(a) of the Act) covering
a period of at least twelve consecutive months beginning after the Effective Date, which may be satisfied by filing pursuant to
EDGAR.
3.14. Notice
to FINRA.
3.14.1. Assistance
with Business Combination. For a period of ninety days following the Effective Date, in the event any person or entity (regardless
of any FINRA affiliation or association) is engaged to assist the Company in its search for a Business Combination candidate or
to provide any similar Business Combination-related services, the Company will provide the following information (the “Business
Combination Information”) to the Representative: (i) complete details of all services and copies of agreements
governing such services (which details or agreements may be appropriately redacted to account for privilege or confidentiality
concerns); and (ii) justification as to why the person or entity providing the Business Combination-related services should
not be considered an “underwriter and related person” with respect to the Company’s initial public offering,
as such term is defined in Rule 5110 of FINRA’s Conduct Rules. The Company also agrees that proper disclosure
of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting
shareholder approval for the Business Combination. Upon the Company’s delivery of the Business Combination Information to
the Representative, the Company hereby expressly authorizes the Representative to provide such information directly to FINRA as
a result of representations the Representative have made to FINRA in connection with the Offering.
3.14.2. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise
become a member of FINRA, it shall promptly notify the Representative.
3.15. Stabilization. Neither
the Company, nor, to its knowledge, any of its employees, officers, directors or shareholders (without the consent of the Representative)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Units.
3.16. Internal
Controls. From and after the Closing Date, the Company will maintain a system of internal accounting controls sufficient
to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific
authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance
with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.
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3.17. Accountants.
For a period of five years from the Effective Date or until such earlier time upon which the Trust Account is required to be liquidated
or the Company completes a going-private transaction, the Company shall retain Marcum or other independent public accountants reasonably
acceptable to the Representative.
3.18. Form
8-K’s. The Company has retained Marcum to audit the balance sheet of the Company as of the Closing Date (the “Audited
Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering and the Private Placement.
Within four (4) Business Days of the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission, which
Report shall contain the Company’s Audited Balance Sheet. If the Over-Allotment Option has not been exercised on the Effective
Date, the Company will also file an amendment to the Form 8-K, or a new Form 8-K, to provide updated financial information of the
Company to reflect the exercise and consummation of the Over-Allotment Option.
3.19. FINRA.
Until the Option Closing Date, if any, the Company shall advise the Representative if it is aware that any 5% or greater shareholder
of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Public Securities.
3.20. Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and
the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
3.21. Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as set forth
in the Trust Agreement as in effect on the date hereof and disclosed in the Prospectus. The Company will otherwise conduct its
business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates
a Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding or trading
securities.
3.22. Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s
prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date; provided
that in no event shall the Company be prohibited from issuing any press release or engaging in any other publicity required by
law.
3.23. Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Representative, at its expense, promptly, but in
no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the
Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form
of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in
an electronic format, satisfactory to the Representative, that may be transmitted electronically by the other Underwriters to offerees
and purchasers of the Ordinary Shares for at least the period during which a Prospectus relating
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to the Ordinary Shares is required to be
delivered under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR,
except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image
material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation
of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory
to the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus at any
future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for
on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to EDGAR or otherwise
with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of
a request by an investor or his or her representative within the period when a prospectus relating to the Ordinary Shares is required
to be delivered under the Act, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of
the Prospectus.
3.24. Future
Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public
or private equity or debt financing prior to or in connection with the consummation of a Business Combination, unless all investors
in such financing expressly waive, in writing, any rights in or claims against the Trust Account.
3.25. Nasdaq
Maintenance. Until the consummation of a Business Combination, the Company will use commercially reasonable efforts to maintain
the listing by Nasdaq of the Units and the Ordinary Shares and Warrants included within the Units.
3.26. Private
Placement Proceeds. On the Closing Date, the Company shall cause to be deposited $2,350,000 of proceeds from the Private Placement
into the Trust Account. On the Option Closing Date, if any, the Company shall cause to be deposited an amount of additional proceeds
from the additional Private Warrants sold on the Option Closing Date into the Trust
Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.
3.27. Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities
which are issuable pursuant to the Warrants and the Private Warrants (as well as any other warrants that may be issued and covered
by the Warrant Agreement) outstanding from time to time.
3.28. Testing-the-Waters
Communications. If at any time following the distribution of any Written Testing-the-Waters Communication, there occurred or
occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include any
untrue statement of a material fact or omitted or would omit to state any material fact necessary to make the statements therein
in light of the circumstances existing at that subsequent time, not misleading, the Company will promptly (i) notify the Representative
so that use of the Written Testing-the-Waters Communication may cease until it is amended or
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supplemented; (ii) amend or supplement,
at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; and
(iii) supply any amendment or supplement to the Representative in such quantities as may be reasonably requested.
3.29. CEO
Appointment. The Company shall not appoint a new Chief Executive Officer without the prior consent of the Representative, which
consent shall not be unreasonably withheld, conditioned or delayed (it being understood that the Representative shall grant such
consent if in the Representative’s good faith judgment no material adverse items are identified in the background check conducted
by the Representative in advance of the proposed Chief Executive Officer’s appointment).
4.1. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Public Securities,
as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the
date hereof and as of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the
Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following
conditions:
4.1.1. Regulatory
Matters.
4.1.1.1. Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 5:00 p.m., Eastern time,
on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at the
Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings
for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of
the Commission for additional information shall have been complied with.
4.1.1.2. FINRA
Clearance. By the Effective Date, the Representative shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement.
4.1.1.3. No
Commission Stop Order. At the Closing Date, the Commission has not issued any order or threatened to issue any order preventing
or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the Company’s
knowledge, threatened to institute any proceedings with respect to such an order.
4.1.1.4. Nasdaq
Listing. The Public Securities shall have been approved for listing on Nasdaq, subject to official notice of issuance and evidence
of satisfactory distribution.
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4.1.2. Company
Counsel Matters.
4.1.2.1. Opinions
of Company Counsel. On each of the Closing Date or the Option Closing Date, if any, the Representative shall have received
the favorable opinions (along with negative assurance letters) of Davis Polk & Wardwell LLP, U.S. counsel to the Company, and
Maples and Calder, Cayman Islands counsel to the Company, addressed to the Representative as representative for the several Underwriters
and in form mutually agreed to by the Company and the Representative.
4.1.2.2. Reliance.
In rendering such opinions, such counsels may rely: (i) as to matters involving the application of laws other than the laws of
the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified
in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of
other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact,
to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments
of various jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided
that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The
opinions of counsels for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the
effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
4.1.3. Cold
Comfort Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the
Representative shall have received a letter, addressed to the Representative as representative for the several Underwriters and
in form and substance satisfactory in all respects (including the non-material nature of the changes or decreases, if any, referred
to in clause (iii) below) to the Representative from Marcum dated, respectively, as of the date of this Agreement and as of the
Closing Date and Option Closing Date, if any:
(i) Confirming
that they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations
and that they have not, during the periods covered by the financial statements included in the Registration Statement and the Prospectus,
provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act;
(ii) Stating
that in their opinion the financial statements of the Company included in the Registration Statement and the Prospectus comply
as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;
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(iii) Stating
that, on the basis of a limited review which included a reading of the latest available unaudited interim financial statements
of the Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the
latest available minutes of the shareholders and board of directors and the various committees of the board of directors, consultations
with officers and other employees of the Company responsible for financial and accounting matters and other specified procedures
and inquiries, nothing has come to their attention which would lead them to believe that: (a) the unaudited financial statements
of the Company included in the Registration Statement and the Prospectus do not comply as to form in all material respects with
the applicable accounting requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied
on a basis substantially consistent with that of the audited financial statements of the Company included in the Registration Statement,
the Statutory Prospectus and the Prospectus; or (b) at a date immediately prior to the Effective Date or Closing Date, as the case
may be, there was any change in the share capital or long-term debt of the Company, or any decrease in the shareholders’
equity of the Company as compared with amounts shown in the October 9, 2019 balance sheet included in the Registration Statement,
other than as set forth in or contemplated by the Registration Statement, or, if there was any decrease, setting forth the amount
of such decrease, and (c) during the period from October 9, 2019 to a specified date immediately prior to the Effective Date or
Closing Date, as the case may be, there was any changes in revenues, net earnings (losses), or net earnings (losses) per Ordinary
Share, in each case as compared with the Statement of Operations for the period from October 2, 2019 (Inception) to October 9,
2019 included in the Registration Statement, or, if there was any such change, setting forth the amount of such change;
(iv) Stating that they have compared
specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial information pertaining
to the Company set forth in the Registration Statement in each case to the extent that such amounts, numbers, percentages, statements
and information may be derived from the general accounting records, including work sheets, of the Company and excluding any questions
requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and
other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing
standards) set forth in the letter and found them to be in agreement; and
(v) Statements
as to such other matters incident to the transaction contemplated hereby as the Representative may reasonably request.
4.1.4. Officers’
Certificates.
4.1.4.1. Officers’
Certificate. As of each of the Closing Date and the Option Closing Date, if any, the Representative shall have received
a certificate of the Company signed by the Chairman of the Board or President (in their capacities as such), respectively, to the
effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed
or complied with by the Company prior
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to and as of the Closing Date and that
the conditions set forth in Section 4.1.5 hereof have been satisfied as of such date and that, as of Closing Date, the representations
and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will
have received such other and further certificates of officers of the Company as the Representative may reasonably request.
4.1.4.2. Secretary’s
Certificate. As of each of the Closing Date and the Option Closing Date, if any, the Representative shall have received
a certificate of the Company signed by the Secretary of the Company, respectively, certifying: (i) that the Memorandum and Articles
of Association of the Company are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions
relating to the Offering are in full force and effect and have not been modified; (iii) all correspondence between the Company
or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and Nasdaq; and (v) as to the incumbency
of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
4.1.5. No
Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no
material adverse change or development involving a material adverse change in the condition or prospects or the business activities,
financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement,
the Statutory Prospectus and Prospectus; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened
against the Company or any Company Affiliate before or by any court or foreign, federal or state commission, board or other administrative
agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or
financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus and Prospectus;
(iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated
or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus and the Prospectus and any amendments
or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act
and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of
the Registration Statement, the Statutory Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any
untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the
statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were
made), not misleading.
4.1.6. Delivery
of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction
Documents.
4.1.7. Private
Warrants. On the Closing Date and the Option Closing Date, as applicable, the
Private Warrants have been purchased as provided for in the Warrant Purchase Agreement
and the purchase price for such securities shall be deposited into the Trust Account.
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5. Indemnification.
5.1. Indemnification
of Underwriters.
5.1.1. General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and each
dealer selected by the Representative that participates in the offer and sale of the Public Securities (each a “Selected
Dealer”) and each of their respective directors, officers, partners and employees and each person, if any, who controls
any such Underwriter or Selected Dealer (“Controlling Person”) within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act, and its counsel, against any and all loss, liability, claim, damage and expense
whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between
any of the Underwriters and the Company or between any of the Underwriters and any third party or otherwise) to which they or any
of them may become subject under the Act, the Exchange Act or any other foreign, federal, state or local statute, law, rule, regulation
or ordinance or at common law or otherwise or under the laws, rules and regulation of foreign countries, arising out of or based
upon any untrue statement or alleged untrue statement of a material fact contained in (i) any Preliminary Prospectus, the Registration
Statement, or the Prospectus (as from time to time each may be amended and supplemented); (ii) in any post-effective amendment
or amendments or any new registration statement and prospectus relating to any of the Public Securities; or (iii) any application
or other document or written communication (in this Section 5 collectively called “application”) executed
by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Public Securities
under the securities laws thereof or filed with the Commission, any foreign or state securities commission or agency, Nasdaq (in
each case other than statements contained in the section captioned “Selling Restrictions”); or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon and in
conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter
expressly for use in any Preliminary Prospectus, the Registration Statement the Prospectus or any amendment or supplement thereof,
or in any application, as the case may be, which furnished written information, it is expressly agreed, consists solely of the
information described in the last sentence of Section 2.3.1. With respect to any untrue statement or omission or alleged
untrue statement or omission made in the Preliminary Prospectus, the indemnity agreement contained in this paragraph shall not
inure to the benefit of any Underwriter to the extent that any loss, liability, claim, damage or expense of such Underwriter results
from the fact that a copy of the Prospectus was not given or sent to the person asserting any such loss, liability, claim or damage
at or prior to the written confirmation of sale of the Public Securities to such person as required by the Act and the Regulations,
and if the untrue statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was
a result of non-compliance by the Company with its obligations under Section 3.4 hereof. The Company agrees promptly to notify
the Representative of the commencement of any litigation or
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proceedings against the Company or any
of its officers, directors or controlling persons in connection with the issue and sale of the Public Securities or in connection
with the Preliminary Prospectus, the Registration Statement or the Prospectus.
5.1.2. Procedure.
If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company
pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of such action
and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable
approval of such Underwriter) and payment of actual expenses. Such Underwriter or controlling person shall have the right
to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such
Underwriter or such controlling person unless: (i) the employment of such counsel at the expense of the Company shall have been
authorized in writing by the Company in connection with the defense of such action; (ii) the Company shall not have employed counsel
to have charge of the defense of such action; or (iii) counsel to such indemnified party or parties shall have reasonably concluded
that there may be defenses available to it or them which are different from or additional to those available to the Company (in
which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties),
in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter
and/or controlling person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if the
Underwriter or controlling person shall assume the defense of such action as provided above, the Company shall have the right to
approve the terms of any settlement of such action which approval shall not be unreasonably withheld.
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
officers, and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, and its counsel, against any and all loss, liability, claim, damage and expense described in the foregoing
indemnity from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment
or supplement thereto, or in any application, in reliance upon, and in strict conformity with, written information furnished to
the Company with respect to such Underwriter by or on behalf of the Underwriter expressly for use in such Registration Statement,
Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or in any such application, which furnished written
information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1.
In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus,
the Registration Statement, the Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity
may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company
and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.
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5.3. Contribution.
5.3.1. Contribution
Rights. In order to provide for just and equitable contribution under the Act in any case in which (i) any person
entitled to indemnification under this Section 5 makes claim for indemnification pursuant hereto but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial
of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5
provides for indemnification in such case, or (ii) contribution under the Act, the Exchange Act or otherwise may be required on
the part of any such person in circumstances for which indemnification is provided under this Section 5 but is unavailable,
then, and in each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred,
in such proportions that the Underwriters are responsible for that portion represented by the percentage that the underwriting
discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is
responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding
the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by
which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities,
claims, damages and expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the
Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning
of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable.
5.3.2. Contribution
Procedure. Within fifteen days after receipt by any party to this Agreement (or its representatives) of notice of the
commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against
another party (“contributing party”), notify the contributing party of the commencement thereof, but the omission
to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for
contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies
a contributing party or its representatives of the commencement thereof within the aforesaid fifteen days, the contributing party
will be entitled to participate therein with the notifying party and any other contributing party similarly notified. Any
such contributing party shall not be liable to any party seeking contribution on account of any settlement of any claim, action
or proceeding effected by such party seeking contribution on account of any settlement of any claim, action or proceeding effected
by such party seeking contribution without the written consent of such contributing party. The contribution provisions contained
in this Section are intended to supersede, to the extent permitted by law, any right to contribution under the Act, the Exchange
Act or otherwise
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available. The Underwriters’
obligations to contribute pursuant to this Section 5.3 are several and not joint.
6. Default
by an Underwriter.
6.1. Default
Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase
the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate
10% of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default
relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default
Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of
the Firm Units, the Representative may, in its discretion, arrange for it or for another party or parties to purchase such Firm
Units to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating
to more than 10% of the Firm Units the Representative does not arrange for the purchase of such Firm Units, then the Company shall
be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representative
to purchase said Firm Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase
of the Firm Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representative
or the Company without liability on the part of the Company (except as provided in Sections 3.12 and 5 hereof) or the several Underwriters
(except as provided in Section 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its
liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3. Postponement
of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the
right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to
effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be,
or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration
Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby
be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under
this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.
7. Additional
Covenants.
7.1. Additional
Shares or Options. Except as described in the Registration Statement, the Company hereby agrees that until the Company
consummates a Business Combination, it shall not issue any Ordinary Shares or any options or other securities convertible into
Ordinary Shares
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or any preferred shares which participate
in any manner in the Trust Account or which vote on a Business Combination.
7.2. Trust
Account Waiver Acknowledgments. The Company hereby agrees that, prior to commencing its due diligence investigation of any
Target Business or obtaining the services of any vendor, it will use its best efforts to have such Target Business or vendor acknowledge
in writing, whether through a letter of intent, memorandum of understanding, agreement in principle or other similar document (and
subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus,
and understands that the Company has established the Trust Account, initially in an amount of $60,000,000 for the benefit of the
Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse
monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation
of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating
to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the
event the Company is unable to consummate a Business Combination within the required time period or (iii) to the Company concurrently
with, or after it consummates a Business Combination, and (b) for and in consideration of the Company (1) agreeing to evaluate
such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the
vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of
any kind in or to any monies of the Trust Account (“Claim”) and waives any Claim it may have in the future as
a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the
Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit
A and B, respectively.
7.3. Insider
Letters. The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider
Letters executed between each Company Affiliate and the Representative and will not allow any amendments to, or waivers of, such
Insider Letters without the prior written consent of the Representative.
7.4. Tender
Offer, Proxy and Other Information. The Company shall provide the Representative with copies of all proxy or tender offer
documentation and other information and all related material sent to Public Shareholders in connection with a Business Combination.
7.5. Rule
419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the
Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any
of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under
the Exchange Act during such period.
7.6. Presentation
of Potential Target Businesses. The Company shall cause each of the Respondents to agree that, in order to minimize potential
conflicts of interest which may arise
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from multiple affiliations, the Respondents
will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity
to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation
of the Trust Account, subject to any pre-existing fiduciary obligations the Respondents might have.
7.7. Target
Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least
80% of the balance in the Trust Account (excluding any taxes) at the time of signing the definitive agreement for the Business
Combination with such Target Business. The fair market value of such business must be determined by the Board of Directors of the
Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash
flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets
such fair market value requirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm,
or another independent entity that commonly renders valuation opinions. The Company is not required to obtain such an opinion as
to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have
sufficient fair market value.
8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements
contained in this Agreement shall be deemed to be representations, warranties and agreements at the Closing Date or Option Closing
Date, as applicable, and such representations, warranties and agreements of the Underwriters and Company, including the indemnity
agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation
made by or on behalf of any Underwriter, the Company or any controlling person, and shall survive termination of this Agreement
or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable
statute of limitations and the seventh (7th) anniversary of the Closing Date, at which time the representations, warranties and
agreements shall terminate and be of no further force and effect.
9. Effective
Date of This Agreement and Termination Thereof.
9.1. Effective
Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared
effective by the Commission.
9.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any domestic
or international event or act or occurrence has materially disrupted or, in the Representative’s sole opinion, will in the
immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE MKT LLC, Nasdaq
or on the OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading
shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities
shall have been required on the OTC Bulletin Board or by order of the Commission or any other
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government authority having jurisdiction,
or (iii) if the United States shall have become involved in a war or an increase in existing major hostilities, or (iv) if a banking
moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been
declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a
material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether
or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed with
the delivery of the Ordinary Shares, (vii) if any of the Company’s representations, warranties or covenants hereunder are
breached, or (viii) if the Representative shall have become aware after the date hereof of a Material Adverse Effect on the Company,
or such adverse material change in general market conditions, including, without limitation, as a result of terrorist activities
after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering,
sale and/or delivery of the Ordinary Shares or to enforce contracts made by the Underwriters for the sale of the Ordinary Shares.
9.3. Expenses.
In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions
contemplated herein shall be governed by Section 3.12 hereof.
9.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by,
such election or termination or failure to carry out the terms of this Agreement or any part hereof.
10. Miscellaneous.
10.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed by certified
mail (with return receipt), delivered by hand or reputable overnight courier, delivered by facsimile transmission (with printed
confirmation of receipt) and confirmed, or by electronic transmission via PDF and shall be deemed given when so mailed, delivered,
or faxed or transmitted (or if mailed, five days after such mailing):
If to the Representative:
EarlyBirdCapital, Inc.
366 Madison Avenue
New York, New York 10017
Fax No.: (212) 661-4936
Attn: Steven Levine
Email: slevine@ebcap.com
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With a copy (which shall not constitute
notice) to:
Graubard Miller
405 Lexington Avenue
New York, New York 10174
Fax No.: (212) 818-8881
Attn: David Alan Miller, Esq.
Email: dmiller@graubard.com
If to the Company, to:
LIV Capital Acquisition Corp.
c/o LIV Capital
Torre Virreyes
Pedregal No. 24, Piso 6-601
Col. Molino del Rey
México, CDMX, C.P. 11040
Attn: Mariana Romero
Email: mromero@livcapital.mx
With a copy (which shall not constitute notice)
to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Fax No.: (212) 701-5322
Attn: Derek Dostal
Email: derek.dostal@davispolk.com
10.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.
10.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection
with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof,
and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5. Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company and the controlling persons,
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directors and officers referred to in Section 5
hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have
any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained.
10.6. Governing
Law, Venue, etc.
10.6.1. In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result
in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim
arising out of or relating in any way to this Agreement shall be resolved through final and binding arbitration in accordance with
the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be
brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted
in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator
panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is
sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses,
shall be borne by the non-prevailing party or as otherwise directed by the arbitrators. The Company hereby appoints, without power
of revocation, Cogency Global Inc., as its agent to accept and acknowledge on its behalf service of any and all process which may
be served in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company
further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full
force and effect for a period of seven years from the date of the Effective Date.
10.6.2. THE
COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
10.6.3. The
Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of
its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor.
10.7. Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed
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counterpart of this Agreement by fax or
email/.pdf transmission shall constitute valid and sufficient delivery thereof.
10.8. Waiver,
etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision
hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver
of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth
in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.
10.9. No
Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection
with the offering of the Public Securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual
relationship created solely by this Agreement entered into on an arm's length basis and in no event do the parties intend that
the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person
in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Public
Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations
to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions,
and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they
are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or
views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views
with respect to the price or market for the Public Securities, do not constitute advice or recommendations to the Company. The
Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters
with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions
contemplated by this Agreement or any matters leading up to such transactions.
[Signature Page Follows]
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If the foregoing correctly sets forth the
understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement between us.
|
|
Very Truly Yours,
LIV
CAPITAL ACQUISITION CORP.
By:
________________________________________
Name:
Title:
|
Agreed to and accepted
as of the date first written above:
EARLYBIRDCAPITAL, INC., as Representative of the several
Underwriters
By: ________________________________________
Name:
Title:
[Signature Page to Underwriting Agreement,
dated ________, 2019]
SCHEDULE A
LIV
CAPITAL ACQUISITION CORP.
6,000,000 Units
|
Underwriter
|
|
Number of Firm Units
to be Purchased
|
|
EarlyBirdCapital, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
6,000,000
|
SCHEDULE B
LIV Capital Acquisition Corp. - Investor Preentation, November
2019
EXHIBIT A
Form of Target Business Letter
LIV Capital Acquisition Corp.
c/o LIV Capital
Torre Virreyes
Pedregal No. 24, Piso 6-601
Col. Molino del Rey
México, CDMX, C.P. 11040
Ladies and Gentlemen:
Reference is made to the Final Prospectus
of LIV Capital Acquisition Corp. (the “Company”), dated ________, 2019 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $60,000,000, for the benefit
of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse
monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation
of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating
to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the
event the Company is unable to consummate a Business Combination within the required time period or (iii) to the Company concurrently
with, or after it consummates a Business Combination.
For and in consideration
of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned
hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each,
a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
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Print Name of Target Business
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Authorized Signature of Target Business
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EXHIBIT B
Form of Vendor Letter
LIV Capital Acquisition Corp.
c/o LIV Capital
Torre Virreyes
Pedregal No. 24, Piso 6-601
Col. Molino del Rey
México, CDMX, C.P. 11040
Ladies and Gentlemen:
Reference is made to the Final Prospectus
of LIV Capital Acquisition Corp. (the “Company”), dated ________, 2019 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $60,000,000, for the benefit
of the Public Shareholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse
monies from the Trust Account only: (i) to the Public Shareholders in the event of the conversion of their shares upon consummation
of a Business Combination or amendment to the Company’s Amended and Restated Memorandum and Articles of Association relating
to pre-Business Combination activity, (ii) to the Public Shareholders in connection with the Company’s liquidation in the
event the Company is unable to consummate a Business Combination within the required time period or (iii) to the Company concurrently
with, or after it consummates a Business Combination.
For and in consideration
of the Company agreeing to use the services of the undersigned, the undersigned hereby agrees that it does not have any right,
title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives
any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse
against the Trust Account for any reason whatsoever.
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Print Name of Vendor
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Authorized Signature of Vendor
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Exhibit 1.2
EARLYBIRDCAPITAL,
INC.
366 Madison
Avenue
New York,
New York 10017
___________,
2019
LIV Capital
Acquisition Corp.
c/o LIV Capital
Torre Virreyes
Pedregal No.
24, Piso 6-601
Col. Molino
del Rey
México,
CDMX, C.P. 11040
Attn: Alex Rossi,
Chairman
Ladies and Gentlemen:
This is to
confirm our agreement (this “Agreement”) whereby LIV Capital Acquisition Corp., a Cayman Islands exempted company
(“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection
with the Company entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or
other similar business combination (in each case, a “Business Combination”) with one or more businesses or
entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No.
333-________) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with
its initial public offering (“IPO”).
1. Services and Fees.
(a)
The Advisor will perform those services, in accordance with its customary practices, in connection with a Business Combination
as it customarily performs in connection with similar transactions, including without limitation:
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(i)
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Assist the Company in the transaction
structuring and negotiation of a definitive purchase agreement with respect to the Business
Combination;
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(ii)
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Hold meetings with Company shareholders
to discuss the Business Combination and the Target’s attributes;
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(iii)
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Introduce the Company to potential
investors who might purchase the Company’s securities in connection with the Business
Combination;
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(iv)
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Assist the Company in trying
to obtain shareholder approval for the Business Combination, including assistance with
the Company’s proxy statement or tender offer materials; and
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(v)
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Assist the Company with relevant
financial analysis, presentations, press releases and filings related to the Business
Combination or the Target.
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(b)
As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds
received by the Company in the IPO (“Fee”); provided, that, in the Company’s sole discretion, up to 25%
of the Fee may be paid to other FINRA members that assist the Company in consummating a Business Combination.
(c)
The Fee shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing of the Business
Combination (“Closing”) from the Trust Account (defined below). If a proposed Business Combination is not consummated
for any reason, no Fee shall be due or payable to the Advisor hereunder. The Fee shall be exclusive of any finder’s fees
which may become payable to the Advisor pursuant to any subsequent agreement between the Advisor and the Company or the Target.
2. Expenses.
At the Closing,
the Company shall reimburse the Advisor for its reasonable costs and expenses incurred (including its fees and disbursements of
counsel) in connection with the performance of its services hereunder up to a maximum amount of $20,000. Reimbursable expenses
shall be due and payable to the Advisor by wire transfer at the Closing from the Trust Account.
3. Company Cooperation.
The Company
will cooperate with the Advisor including, but not limited to, providing to the Advisor and its counsel, on a timely basis, all
documents and information regarding the Company and Target that the Advisor may reasonably request or that are otherwise relevant
to the Advisor’s performance of its obligations hereunder (collectively, the “Information”); making the
Company’s management, auditors, consultants and advisors available to the Advisor; and, using commercially reasonable efforts
to provide the Advisor with reasonable access to the management, auditors, suppliers, customers, consultants and advisors of Target.
The Company will promptly notify the Advisor of any change in facts or circumstances or new developments affecting the Company
or Target or that might reasonably be considered material to the Advisor’s engagement hereunder.
4. Representations; Warranties and Covenants.
The
Company represents, warrants and covenants to the Advisor that the Information it makes available to the Advisor by or on behalf
of the Company in connection with the performance
of
its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof
and as of the consummation of the Business Combination.
5. Indemnity.
The Company
shall indemnify the Advisor and its affiliates and their respective directors, officers, employees, shareholders, representatives
and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein
by reference.
Notwithstanding
the foregoing and Annex I, the Advisor agrees, if there is no Closing, that (i) it does not have any right, title, interest or
claim of any kind in or to any monies in the Company’s trust account established in connection with the IPO (“Trust
Account”) with respect to this Agreement (each, a “Claim”); (ii) it waives any Claim it may have
in the future as a result of, or arising out of, any services provided to the Company hereunder; and (iii) it will not seek recourse
against the Trust Account with respect to the Fee.
6. Use of Name and Reports.
Without the
Advisor’s prior written consent which shall not be unreasonably withheld, conditioned or delayed, neither the Company nor
any of its affiliates (nor any director, officer, manager, partner, member, employee, representative or agent thereof) shall quote
or refer to, in any filings with the Securities and Exchange Commission, any advice rendered by the Advisor to the Company or
any communication from the Advisor, in each case, in connection with performance of the Advisor’s services hereunder, except
as required by applicable federal or state law, regulation or securities exchange rule.
7. Status as Independent Contractor.
Advisor shall
perform its services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly
understood and agreed to by the parties that the Advisor shall have no authority to act for, represent or bind the Company or
any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing. In rendering such services,
the Advisor will be acting solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not
intended to create a fiduciary relationship between the parties and neither the Advisor nor any of the Advisor’s officers,
directors or personnel will owe any fiduciary duty to the Company or any other person in connection with any of the matters contemplated
by this Agreement.
8. Potential Conflicts.
The Company
acknowledges that the Advisor is a full-service securities firm engaged in securities trading and brokerage activities and providing
investment banking and advisory services from which conflicting interests may arise. Subject to applicable law, in the ordinary
course of business,
the Advisor and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for
their own account or the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities
that may be involved in the transactions contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict
the Advisor or any of its affiliates in conducting such business.
9. Entire Agreement.
This Agreement
constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral or written, with respect thereto. This Agreement may not be modified or terminated orally or in any manner
other than by an agreement in writing signed by the parties hereto.
10. Notices.
Any notices
required or permitted to be given hereunder shall be in writing and shall be deemed given when mailed by certified mail or private
courier service, return receipt requested, addressed to each party at its respective addresses set forth above, or such other
address as may be given by a party in a notice given pursuant to this Section.
11. Successors and Assigns.
This Agreement
may not be assigned by either party without the written consent of the other. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and, except where prohibited, to their successors and assigns.
12. Non-Exclusivity.
Nothing herein
shall be deemed to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services
or the payment by the Company of fees to such other consultants. Except as provided in Section 1(b), the Company’s engagement
of any other consultant(s) shall not affect the Advisor’s right to receive the Fee and reimbursement of expenses pursuant
to this Agreement.
13. Applicable Law; Venue.
This
Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict
of laws.
In
the event of any dispute under this Agreement, each party hereto agrees that the dispute shall either be (i) resolved through
final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”)
or (ii) brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures
of the Commercial Division, or the United States District Court for the Southern District of New York, in each event at the discretion
of the party initiating the dispute. Once a party files a dispute (if arbitration, by sending JAMS a Demand for Arbitration) with
one of the above forums,
the
parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather than seeking
to resolve it through another alternative forum set forth above.
In
the event the dispute is brought before the AAA, the arbitration shall be brought before the AAA International Center for Dispute
Resolution’s offices in New York City, New York, will be conducted in English and will be decided by a panel of three arbitrators
selected from the AAA Commercial Disputes Panel. Each of the parties agrees that the decision and/or award made by the arbitrators
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. Furthermore, the
parties to any such arbitration shall be entitled to make one motion for summary judgment within 60 days of the commencement of
the arbitration, which shall be decided by the arbitrators prior to the commencement of the hearings.
In
the event the dispute is brought by a party in the courts of the State of New York or the United States District Court for the
Southern District of New York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each
party hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process
or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, postage prepaid,
addressed to such party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service
and shall be legal and binding upon the party being served in any action, proceeding or claim. The parties agree that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees
and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.
The
Company hereby appoints, without power of revocation, Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, New York
10017, Fax: (800) 944-6607, as its agent to accept and acknowledge on its behalf service of any and all process which may be served
in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further
agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force
and effect for a period of seven years from the date of this Agreement.
14. Counterparts.
This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.
If the foregoing
correctly sets forth the understanding between the Advisor and the Company with respect to the foregoing, please so indicate your
agreement by signing in the place provided below, at which time this letter shall become a binding contract.
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EARLYBIRDCAPITAL,
INC.
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By:
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Name:
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Title:
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AGREED AND ACCEPTED BY:
LIV CAPITAL ACQUISITION CORP.
By:
Name:
Title:
ANNEX I
Indemnification
In connection
with the Company's engagement of EarlyBirdCapital, Inc. (the “Advisor”) pursuant to that certain letter agreement
(“Agreement”) of which this Annex forms a part, LIV Capital Acquisition Corp. (the “Company”)
hereby agrees, subject to the second paragraph of Section 5 of the Agreement, to indemnify and hold harmless the Advisor and its
affiliates and their respective directors, officers, shareholders, agents and employees of any of the foregoing (collectively
the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those
of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel),
as incurred, (collectively a “Claim”), that (A) are related to or arise out of (i) any actions taken or omitted
to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken
or omitted to be taken by any Indemnified Person in connection with the Company's engagement of the Advisor, or (B) otherwise
relate to or arise out of the Advisor's activities on the Company's behalf under the Advisor's engagement, and the Company shall
reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such
Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether
or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however,
be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct
of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability
to the Company for or in connection with the Company's engagement of the Advisor except for any Claim incurred by the Company
as a result of such Indemnified Person's gross negligence or willful misconduct.
The Company
further agrees that it will not, without the prior written consent of the Advisor, settle, compromise or consent to the entry
of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not
any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes
an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.
Promptly
upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to
which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint
or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it
may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights
and defenses. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such
Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and
expenses of such counsel. In the event, however, that legal counsel to
such Indemnified Person reasonably
determines that having common counsel would present such counsel with a conflict of interest or if the defendant in, or target
of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes
that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available
to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any
such Claim and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the
contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified
Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims
or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for
the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement
thereof.
In addition,
with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate
in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.
The Company
agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then
(whether or not the Advisor is an Indemnified Person), the Company and the Advisor shall contribute to the Claim for which such
indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one
hand, and the Advisor on the other, in connection with the Advisor's engagement referred to above, subject to the limitation that
in no event shall the amount of the Advisor's contribution to such Claim exceed the amount of fees actually received by the Advisor
from the Company pursuant to the Advisor's engagement. The Company hereby agrees that the relative benefits to the Company, on
the one hand, and the Advisor on the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion
as (a) the total value paid or proposed to be paid or received by the Company or its shareholders as the case may be, pursuant
to the transaction (whether or not consummated) for which the Advisor is engaged to render services bears to (b) the fee paid
or proposed to be paid to the Advisor in connection with such engagement.
The Company's
indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit
or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether
or not the Company is at fault in any way.
Exhibit 3.1
THE COMPANIES LAW (2018 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
LIV CAPITAL ACQUISITION CORP.
THE COMPANIES LAW (2018 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
LIV CAPITAL ACQUISITION CORP.
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1
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The name of the Company is LIV Capital Acquisition Corp.
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2
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The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited,
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors
may decide.
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3
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The objects for which the Company is established are unrestricted and the Company shall have full
power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
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4
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The liability of each Member is limited to the amount unpaid on such Member's shares.
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5
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The share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares
of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference
shares of a par value of US$0.0001 each.
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6
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The Company has power to register by way of continuation as a body corporate limited by shares
under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
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7
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Capitalised terms that are not defined in this Memorandum of Association bear the respective meanings
given to them in the Articles of Association of the Company.
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WE, the subscriber to this Memorandum of
Association, wish to form a company pursuant to this Memorandum of Association, and we agree to take the number of shares shown
opposite our name.
Dated this [ ] day of October 2019.
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Signature and Address of Subscriber
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Number of Shares Taken
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Maples Corporate Services Limited
of PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
acting by:
Witness to the above signature
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One Class B ordinary share
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THE COMPANIES LAW (2018 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
LIV CAPITAL ACQUISITION CORP.
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1.1
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In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is
something in the subject or context inconsistent therewith:
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"Articles"
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means these articles of association of the Company.
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"Auditor"
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means the person for the time being performing the duties of auditor of the Company (if any).
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"Business Combination"
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means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the "target business"), which Business Combination: (a) must occur with one or more target businesses that together have an aggregate fair market value of at least [80%] of the assets held in the Trust Fund (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Fund) at the time of the agreement to enter into a Business Combination; and (b) must not be effectuated with another blank cheque company or a similar company with nominal operations.
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"Class A Share"
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means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
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"Class B Share"
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means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
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"Company"
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means the above named company.
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"Directors"
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means the directors for the time being of the Company.
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"Dividend"
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means any dividend (whether interim or final) resolved to be
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paid on Shares pursuant to the Articles.
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"Electronic Record"
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has the same meaning as in the Electronic Transactions Law.
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"Electronic Transactions Law"
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means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.
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"IPO"
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means the Company's initial public offering of securities.
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"Member"
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has the same meaning as in the Statute.
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"Memorandum"
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means the memorandum of association of the Company.
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"Ordinary Resolution"
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means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
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"Preference Share"
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means a preference share of a par value of US$0.0001 in the share capital of the Company.
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"Register of Members"
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means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
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"Registered Office"
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means the registered office for the time being of the Company.
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"Seal"
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means the common seal of the Company and includes every duplicate seal.
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"Share"
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means a Class A Share, a Class B Share or a Preference Share in the Company and includes a fraction of a share in the Company.
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"Special Resolution"
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has the same meaning as in the Statute, and includes a unanimous written resolution.
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"Statute"
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means the Companies Law (2018 Revision) of the Cayman Islands.
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"Subscriber"
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means the subscriber to the Memorandum.
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"Treasury Share"
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means a Share held in the name of the Company as a treasury share in accordance with the Statute.
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"Trust Fund"
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means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with the proceeds of the private placement of the warrants simultaneously with the closing date of the IPO, will be deposited.
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(a)
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words importing the singular number include the plural number and vice versa;
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(b)
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words importing the masculine gender include the feminine gender;
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(c)
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words importing persons include corporations as well as any other legal or natural person;
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(d)
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"written" and "in writing" include all modes of representing or reproducing
words in visible form, including in the form of an Electronic Record;
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(e)
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"shall" shall be construed as imperative and "may" shall be construed as permissive;
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(f)
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references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced;
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(g)
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any phrase introduced by the terms "including", "include", "in particular"
or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
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(h)
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the term "and/or" is used herein to mean both "and" as well as "or."
The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or
"or" in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not
be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
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(i)
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headings are inserted for reference only and shall be ignored in construing the Articles;
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(j)
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any requirements as to delivery under the Articles include delivery in the form of an Electronic
Record;
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(k)
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any requirements as to execution or signature under the Articles including the execution of the
Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law;
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(l)
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sections 8 and 19(3) of the Electronic Transactions Law shall not apply;
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(m)
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the term "clear days" in relation to the period of a notice means that period excluding
the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect;
and
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(n)
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the term "holder" in relation to a Share means a person whose name is entered in the
Register of Members as the holder of such Share.
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2
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Commencement of Business
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2.1
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The business of the Company may be commenced as soon after incorporation of the Company as the
Directors shall see fit.
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2.2
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The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred
in or about the formation and establishment of the Company, including the expenses of registration.
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3.1
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Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by
the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue,
grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other
rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such
persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary
such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions
of a Share) to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion described at Article
17.
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3.2
|
Notwithstanding the foregoing, the Subscriber shall have the power to:
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(a)
|
issue one Share to itself;
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(b)
|
transfer that Share by an instrument of transfer to any person; and
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(c)
|
update the Register of Members in respect of the issue and transfer of that Share.
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3.3
|
The Company shall not issue Shares to bearer.
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4.1
|
The Company shall maintain or cause to be maintained the Register of Members in accordance with
the Statute.
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4.2
|
The Directors may determine that the Company shall maintain one or more branch registers of Members
in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register
and which shall constitute the branch register or registers, and to vary such determination from time to time.
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5
|
Closing Register of Members or Fixing Record Date
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5.1
|
For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members
or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a
determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers
for a stated period which shall not in any case exceed forty days.
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5.2
|
In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or
arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the
Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or
other distribution, or in order to make a determination of Members for any other purpose.
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5.3
|
If the Register of Members is not so closed and no record date is fixed for the determination of
Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other
distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to
pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members.
When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination
shall apply to any adjournment thereof.
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6
|
Certificates for Shares
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6.1
|
A Member shall only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates
shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates
to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively
numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company
for transfer shall be cancelled and subject to the Articles no new certificate shall be issued until the former certificate representing
a like number of relevant Shares shall have been surrendered and cancelled.
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6.2
|
The Company shall not be bound to issue more than one certificate for Shares held jointly by more
than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
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6.3
|
If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms
(if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by
|
the Company
in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the
old certificate.
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6.4
|
Every share certificate sent in accordance with the Articles will be sent at the risk of the Member
or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the
course of delivery.
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7.1
|
Subject to Article 3.1, Shares are transferable subject to the approval of the Directors by resolution
who may, in their absolute discretion, decline to register any transfer of Shares without giving any reason. If the Directors refuse
to register a transfer they shall notify the transferee within two months of such refusal.
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7.2
|
The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf
of the transferor (and if the Directors so require, signed by or on behalf of the transferee). The transferor shall be deemed to
remain the holder of a Share until the name of the transferee is entered in the Register of Members.
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8
|
Redemption, Repurchase and Surrender of Shares
|
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8.1
|
Subject to the provisions of the Statute the Company may issue Shares that are to be redeemed or
are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall be effected in such manner
and upon such other terms as the Company may, by Special Resolution, determine before the issue of the Shares.
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8.2
|
Subject to the provisions of the Statute, the Company may purchase its own Shares (including any
redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.
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8.3
|
The Company may make a payment in respect of the redemption or purchase of its own Shares in any
manner permitted by the Statute, including out of capital.
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8.4
|
The Directors may accept the surrender for no consideration of any fully paid Share.
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9.1
|
The Directors may, prior to the purchase, redemption or surrender of any Share, determine that
such Share shall be held as a Treasury Share.
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9.2
|
The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms
as they think proper (including, without limitation, for nil consideration).
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10
|
Variation of Rights of Shares
|
|
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10.1
|
If at any time the share capital of the Company is divided into different classes of Shares, all
or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether
or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such
variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation
shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class, or
with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the
holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such
variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such
meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary
quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder
of Shares of the class present in person or by proxy may demand a poll.
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10.2
|
For the purposes of a separate class meeting, the Directors may treat two or more or all the classes
of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way
by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.
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10.3
|
The rights conferred upon the holders of the Shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied
by the creation or issue of further Shares ranking pari passu therewith.
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11
|
Commission on Sale of Shares
|
The Company may, in so far as
the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely
or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such
commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on
any issue of Shares pay such brokerage as may be lawful.
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12
|
Non Recognition of Trusts
|
The Company shall not be bound
by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share,
or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an
absolute right to the entirety thereof in the holder.
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13.1
|
The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not)
registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with
the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether
a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this
Article. The registration of a transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's
lien on a Share shall also extend to any amount payable in respect of that Share.
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13.2
|
The Company may sell, in such manner as the Directors think fit, any Shares on which the Company
has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after
notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence
of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may
be sold.
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13.3
|
To give effect to any such sale the Directors may authorise any person to execute an instrument
of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be
registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the
purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of
the Company's power of sale under the Articles.
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|
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13.4
|
The net proceeds of such sale after payment of costs, shall be applied in payment of such part
of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums
not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the
sale.
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14.1
|
Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon
the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall
(subject to receiving at least fourteen clear days' notice specifying the time or times of payment) pay to the Company at the time
or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors
may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls
made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
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14.2
|
A call shall be deemed to have been made at the time when the resolution of the Directors authorising
such call was passed.
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14.3
|
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect
thereof.
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14.4
|
If a call remains unpaid after it has become due and payable, the person from whom it is due shall
pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine
(and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive
payment of the interest or expenses wholly or in part.
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14.5
|
An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on
account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions
of the Articles shall apply as if that amount had become due and payable by virtue of a call.
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14.6
|
The Directors may issue Shares with different terms as to the amount and times of payment of calls,
or the interest to be paid.
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14.7
|
The Directors may, if they think fit, receive an amount from any Member willing to advance all
or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable)
pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
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14.8
|
No such amount paid in advance of calls shall entitle the Member paying such amount to any portion
of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such
payment, become payable.
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|
|
15.1
|
If a call or instalment of a call remains unpaid after it has become due and payable the Directors
may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together
with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall
specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the
call was made will be liable to be forfeited.
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15.2
|
If the notice is not complied with, any Share in respect of which it was given may, before the
payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all
Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.
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|
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15.3
|
A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner
as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms
as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors
may authorise some person to execute an instrument of transfer of the Share in favour of that person.
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|
|
15.4
|
A person any of whose Shares have been forfeited shall cease to be a Member in respect of them
and shall surrender to the Company for cancellation the certificate for the Shares forfeited
|
and shall
remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of
those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the
Company shall have received payment in full of all monies due and payable by him in respect of those Shares.
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|
15.5
|
A certificate in writing under the hand of one Director or officer of the Company that a Share
has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to
be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title
to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of
the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of the Share.
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|
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15.6
|
The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum
which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by
way of premium as if it had been payable by virtue of a call duly made and notified.
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16
|
Transmission of Shares
|
|
|
16.1
|
If a Member dies the survivor or survivors (where he was a joint holder) or his legal personal
representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares.
The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or
sole holder.
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|
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16.2
|
Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation
or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by
the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some
person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of
such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the
same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member
before his death or bankruptcy or liquidation or dissolution, as the case may be.
|
|
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16.3
|
A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages
to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of
a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company
and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some
person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right
to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before
his death or bankruptcy or liquidation or dissolution or any other
|
case than
by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received
(as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses
or other monies payable in respect of the Share until the requirements of the notice have been complied with.
|
|
17
|
Class B Share Conversion
|
|
|
17.1
|
Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the "Initial
Conversion Ratio"): (a) at any time and from time to time at the option of the holder thereof; and (b) automatically on
a Business day following the closing of a Business Combination.
|
|
|
17.2
|
[Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any
other equity linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing
of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the closing
of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be adjusted (unless the
holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to any such issuance
or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate,
20% of the sum of all Class A Shares and Class B Shares in issue upon completion of the IPO plus all Class A Shares and equity-linked
securities issued or deemed issued in connection with a Business Combination, excluding any Shares or equity-linked securities
issued, or to be issued, to any seller in a Business Combination].
|
Notwithstanding anything to the
contrary contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance
or deemed issuance of additional Class A Shares or equity-linked securities by the written consent or agreement of holders
of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate class in the manner provided
in Article 10.
|
|
17.3
|
The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share
split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by
reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification
or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing
of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation
of the Class B Shares in issue.
|
|
|
17.4
|
Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article
17. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such
number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number
of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator
of which shall be the total number of Class B Shares in issue at the time of conversion.
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|
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17.5
|
References in this Article 17 to "converted", "conversion" or
"exchange" shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf
of such Members, automatic application of such redemption proceeds in paying for such new Class A Shares into which the Class B
Shares have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated
on the basis that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A Shares
to be issued on an exchange or conversion shall be registered in the name of such Member or in such name as the Member may direct.
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|
|
17.6
|
Notwithstanding anything to the contrary in this Article 17, in no event may any Class B Share
convert into Class A Shares at a ratio that is less than one-for-one.
|
|
|
18
|
Amendments of Memorandum and Articles of Association and Alteration of Capital
|
|
|
18.1
|
The Company may by Ordinary Resolution:
|
|
|
(a)
|
increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such
rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;
|
|
|
(b)
|
consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares;
|
|
|
(c)
|
convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares
of any denomination;
|
|
|
(d)
|
by subdivision of its existing Shares or any of them divide the whole or any part of its share
capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
|
|
|
(e)
|
cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken
or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.
|
|
|
18.2
|
All new Shares created in accordance with the provisions of the preceding Article shall be subject
to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise
as the Shares in the original share capital.
|
|
|
18.3
|
Subject to the provisions of the Statute and the provisions of the Articles as regards the matters
to be dealt with by Ordinary Resolution, the Company may by Special Resolution:
|
|
|
(b)
|
alter or add to the Articles;
|
|
|
(c)
|
alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
and
|
|
|
(d)
|
reduce its share capital or any capital redemption reserve fund.
|
|
|
19
|
Offices and Places of Business
|
Subject to the provisions of the
Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition
to its Registered Office, maintain such other offices or places of business as the Directors determine.
|
|
20.1
|
All general meetings other than annual general meetings shall be called extraordinary general meetings.
|
|
|
20.2
|
The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold
a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general
meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them,
it shall be held at the Registered Office on the second Wednesday in December of each year at ten o'clock in the morning. At these
meetings the report of the Directors (if any) shall be presented.
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|
|
20.3
|
The Directors may call general meetings, and they shall on a Members' requisition forthwith proceed
to convene an extraordinary general meeting of the Company.
|
|
|
20.4
|
A Members' requisition is a requisition of Members holding at the date of deposit of the requisition
not less than ten per cent. in par value of the issued Shares which as at that date carry the right to vote at general meetings
of the Company.
|
|
|
20.5
|
The Members' requisition must state the objects of the meeting and must be signed by the requisitionists
and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.
|
|
|
20.6
|
If there are no Directors as at the date of the deposit of the Members' requisition or if the Directors
do not within twenty-one days from the date of the deposit of the Members' requisition duly proceed to convene a general meeting
to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting
rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later
than the day which falls three months after the expiration of the said twenty-one day period.
|
|
|
20.7
|
A general meeting convened as aforesaid by requisitionists shall be convened in the same manner
as nearly as possible as that in which general meetings are to be convened by Directors.
|
|
|
21
|
Notice of General Meetings
|
|
|
21.1
|
At least five clear days' notice shall be given of any general meeting. Every notice shall specify
the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and
shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided
that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or
not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if
it is so agreed:
|
|
|
(a)
|
in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat;
and
|
|
|
(b)
|
in the case of an extraordinary general meeting, by a majority in number of the Members having
a right to attend and vote at the meeting, together holding not less than ninety five per cent. in par value of the Shares giving
that right.
|
|
|
21.2
|
The accidental omission to give notice of a general meeting to, or the non receipt of notice of
a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.
|
|
|
22
|
Proceedings at General Meetings
|
|
|
22.1
|
No business shall be transacted at any general meeting unless a quorum is present. Two Members
being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative
or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum
shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly
authorised representative or proxy.
|
|
|
22.2
|
A person may participate at a general meeting by conference telephone or other communications equipment
by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a
general meeting in this manner is treated as presence in person at that meeting.
|
|
|
22.3
|
A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by
or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings
(or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective
as if the resolution had been passed at a general meeting of the Company duly convened and held.
|
|
|
22.4
|
If a quorum is not present within half an hour from the time appointed for the meeting to commence
or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members' requisition, shall be dissolved
and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other
day, time and/or
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place as
the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed
for the meeting to commence, the Members present shall be a quorum.
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22.5
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The Directors may, at any time prior to the time appointed for the meeting to commence, appoint
any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman,
if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall
not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors
present shall elect one of their number to be chairman of the meeting.
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22.6
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If no Director is willing to act as chairman or if no Director is present within fifteen minutes
after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the
meeting.
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22.7
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The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed
by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the adjournment took place.
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22.8
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When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.
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22.9
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A resolution put to the vote of the meeting shall be decided on a show of hands unless before,
or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively
present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative
or proxy) and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand
a poll.
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22.10
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Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that
a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority,
an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof
of the number or proportion of the votes recorded in favour of or against such resolution.
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22.11
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The demand for a poll may be withdrawn.
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22.12
|
Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll
shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting
at which the poll was demanded.
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22.13
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A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.
A poll demanded on any other question shall be taken at such date, time and place as
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the chairman
of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may
proceed pending the taking of the poll.
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22.14
|
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall
be entitled to a second or casting vote.
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23.1
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Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who
(being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly
authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one
vote for every Share of which he is the holder.
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23.2
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In the case of joint holders the vote of the senior holder who tenders a vote, whether in person
or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall
be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the
names of the holders stand in the Register of Members.
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23.3
|
A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction
in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person on such
Member's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.
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23.4
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No person shall be entitled to vote at any general meeting unless he is registered as a Member
on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.
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23.5
|
No objection shall be raised as to the qualification of any voter except at the general meeting
or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall
be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall
be final and conclusive.
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23.6
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On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case
of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one
proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy
the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in
respect of which each proxy is entitled to exercise the related votes.
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23.7
|
On a poll, a Member holding more than one Share need not cast the votes in respect of his Shares
in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution
and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy
appointed under one
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or more instruments
may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain
from voting a Share or some or all of the Shares in respect of which he is appointed.
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24.1
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The instrument appointing a proxy shall be in writing and shall be executed under the hand of the
appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under
the hand of its duly authorised representative. A proxy need not be a Member.
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24.2
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The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument
of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place
and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy
relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors
in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing
a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting
or adjourned meeting to commence at which the person named in the instrument proposes to vote.
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24.3
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The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed
to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared
to have been duly deposited by the chairman, shall be invalid.
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24.4
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The instrument appointing a proxy may be in any usual or common form (or such other form as the
Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked.
An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
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24.5
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Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding
the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed,
or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation
or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting
at which it is sought to use the proxy.
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Any corporation or other non-natural
person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution
of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of
the Company or of any class of Members, and the person so authorised shall be entitled to
exercise the same powers on behalf
of the corporation which he represents as the corporation could exercise if it were an individual Member.
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26
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Shares that May Not be Voted
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Shares in the Company that are
beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding Shares at any given time.
There shall be a board of Directors
consisting of not less than one person (exclusive of alternate Directors) provided however that the Company may by Ordinary Resolution
increase or reduce the limits in the number of Directors. The first Directors of the Company shall be determined in writing by,
or appointed by a resolution of, the Subscriber.
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28.1
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Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions
given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the
Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which
would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors
at which a quorum is present may exercise all powers exercisable by the Directors.
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28.2
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All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments
and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may
be in such manner as the Directors shall determine by resolution.
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28.3
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The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement
to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may
make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
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28.4
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The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge
its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture
stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the
Company or of any third party.
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29
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Appointment and Removal of Directors
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29.1
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The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution
remove any Director.
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29.2
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The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional
Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with
the Articles as the maximum number of Directors.
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30
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Vacation of Office of Director
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The office of a Director shall
be vacated if:
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(a)
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the Director gives notice in writing to the Company that he resigns the office of Director; or
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(b)
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the Director absents himself (for the avoidance of doubt, without being represented by proxy or
an alternate Director appointed by him) from three consecutive meetings of the board of Directors without special leave of absence
from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or
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(c)
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the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors
generally; or
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(d)
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the Director is found to be or becomes of unsound mind; or
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(e)
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all of the other Directors (being not less than two in number) determine that he should be removed
as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held
in accordance with the Articles or by a resolution in writing signed by all of the other Directors.
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31
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Proceedings of Directors
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31.1
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The quorum for the transaction of the business of the Directors may be fixed by the Directors,
and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. A person who
holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts
as an alternate Director shall, if his appointor is not present, count twice towards the quorum.
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31.2
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Subject to the provisions of the Articles, the Directors may regulate their proceedings as they
think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman
shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor
to a separate vote on behalf of his appointor in addition to his own vote.
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31.3
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A person may participate in a meeting of the Directors or any committee of Directors by conference
telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with
each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting.
Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is located
at the start of the meeting.
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31.4
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A resolution in writing (in one or more counterparts) signed by all the Directors or all the members
of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation
of office by any Director, all of the Directors other than the Director who is the subject of such resolution (an alternate Director
being entitled to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director, being entitled
to sign such resolution both on behalf of his appointer and in his capacity as a Director) shall be as valid and effectual as if
it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.
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31.5
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A Director or alternate Director may, or other officer of the Company on the direction of a Director
or alternate Director shall, call a meeting of the Directors by at least two days' notice in writing to every Director and alternate
Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors
(or their alternates) either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the
provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.
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31.6
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The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding
any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles
as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors
to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
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31.7
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The Directors may elect a chairman of their board and determine the period for which he is to hold
office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time
appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.
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31.8
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All acts done by any meeting of the Directors or of a committee of the Directors (including any
person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the
appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their
office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to
be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.
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31.9
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A Director but not an alternate Director may be represented at any meetings of the board of Directors
by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes
be deemed to be that of the appointing Director.
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A Director or alternate Director
who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written
dissent from such action with
the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered
post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director or alternate
Director who voted in favour of such action.
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33.1
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A Director or alternate Director may hold any other office or place of profit under the Company
(other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration
and otherwise as the Directors may determine.
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33.2
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A Director or alternate Director may act by himself or by, through or on behalf of his firm in
a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he
were not a Director or alternate Director.
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33.3
|
A Director or alternate Director may be or become a director or other officer of or otherwise interested
in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise,
and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received
by him as a director or officer of, or from his interest in, such other company.
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33.4
|
No person shall be disqualified from the office of Director or alternate Director or prevented
by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any
contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any
way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested
be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by
reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or
his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested
provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed
by him at or prior to its consideration and any vote thereon.
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33.5
|
A general notice that a Director or alternate Director is a shareholder, director, officer or employee
of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient
disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and
after such general notice it shall not be necessary to give special notice relating to any particular transaction.
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The Directors shall cause minutes
to be made in books kept for the purpose of recording all appointments of officers made by the Directors, all proceedings at meetings
of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names
of the Directors or alternate Directors present at each meeting.
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35
|
Delegation of Directors' Powers
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|
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35.1
|
The Directors may delegate any of their powers, authorities and discretions, including the power
to sub-delegate, to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director
holding any other executive office such of their powers, authorities and discretions as they consider desirable to be exercised
by him provided that an alternate Director may not act as managing director and the appointment of a managing director shall be
revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose
and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors.
Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings
of Directors, so far as they are capable of applying.
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35.2
|
The Directors may establish any committees, local boards or agencies or appoint any person to be
a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local
boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally
with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any
such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the
proceedings of Directors, so far as they are capable of applying.
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35.3
|
The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company
on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and
may be revoked by the Directors at any time.
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35.4
|
The Directors may by power of attorney or otherwise appoint any company, firm, person or body of
persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for
such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under
the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other
appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised
signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or
any of the powers, authorities and discretions vested in him.
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35.5
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The Directors may appoint such officers of the Company (including, for the avoidance of doubt and
without limitation, any secretary) as they consider necessary on such terms, at such remuneration and to perform such duties, and
subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the
terms of his appointment an officer of the Company may be removed by resolution of the Directors or Members. An officer of the
Company may vacate his office at any time if he gives notice in writing to the Company that he resigns his office.
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36.1
|
Any Director (but not an alternate Director) may by writing appoint any other Director, or any
other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed
by him.
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|
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36.2
|
An alternate Director shall be entitled to receive notice of all meetings of Directors and of all
meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director
appointing him is not personally present, to sign any written resolution of the Directors, and generally to perform all the functions
of his appointor as a Director in his absence.
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36.3
|
An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.
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36.4
|
Any appointment or removal of an alternate Director shall be by notice to the Company signed by
the Director making or revoking the appointment or in any other manner approved by the Directors.
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36.5
|
Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes
to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director
appointing him.
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37
|
No Minimum Shareholding
|
The Company in general meeting
may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed
a Director is not required to hold Shares.
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|
38
|
Remuneration of Directors
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|
|
38.1
|
The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors
shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by
them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company,
or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business
of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined
by the Directors, or a combination partly of one such method and partly the other.
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|
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38.2
|
The Directors may by resolution approve additional remuneration to any Director for any services
which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also
counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration
as a Director.
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39.1
|
The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the
authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has
been affixed shall be signed by at least one person who shall be either a Director or some officer of the Company or other person
appointed by the Directors for the purpose.
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|
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39.2
|
The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal
or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition
on its face of the name of every place where it is to be used.
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39.3
|
A Director or officer, representative or attorney of the Company may without further authority
of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under
seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
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40
|
Dividends, Distributions and Reserve
|
|
|
40.1
|
Subject to the Statute and this Article and except as otherwise provided by the rights attached
to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the
Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be
an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically
state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised
or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.
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40.2
|
Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions
shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall
rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
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|
40.3
|
The Directors may deduct from any Dividend or other distribution payable to any Member all sums
of money (if any) then payable by him to the Company on account of calls or otherwise.
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|
40.4
|
The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the
distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities
of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors
may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution
of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of
the value so fixed in order to adjust the rights of all Members and
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may vest
any such specific assets in trustees in such manner as may seem expedient to the Directors.
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|
40.5
|
Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions
may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required
and how any costs involved are to be met.
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|
|
40.6
|
The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums
as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of
the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
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|
|
40.7
|
Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares
may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of
the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members
or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall
be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts
for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.
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|
40.8
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No Dividend or other distribution shall bear interest against the Company.
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40.9
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Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed
after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors,
be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect
of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution
which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable
shall be forfeited and shall revert to the Company.
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The Directors may at any time
capitalise any sum standing to the credit of any of the Company's reserve accounts or funds (including the share premium account
and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for
distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members
had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying
up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.
In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given
to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including
provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors
may authorise any person to enter on behalf of all of the Members
interested into an agreement with
the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority
shall be effective and binding on all such Members and the Company.
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42.1
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The Directors shall cause proper books of account (including, where applicable, material underlying
documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company
and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and
the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date
on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary
to give a true and fair view of the state of the Company's affairs and to explain its transactions.
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42.2
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The Directors shall determine whether and to what extent and at what times and places and under
what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members
not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of
the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.
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42.3
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The Directors may cause to be prepared and to be laid before the Company in general meeting profit
and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
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43.1
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The Directors may appoint an Auditor of the Company who shall hold office on such terms as the
Directors determine.
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43.2
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Every Auditor of the Company shall have a right of access at all times to the books and accounts
and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and
explanation as may be necessary for the performance of the duties of the Auditor.
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43.3
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Auditors shall, if so required by the Directors, make a report on the accounts of the Company during
their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered
with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment
in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during
their term of office, upon request of the Directors or any general meeting of the Members.
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44.1
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Notices shall be in writing and may be given by the Company to any Member either personally or
by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where
the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country
to another, is to be sent by airmail.
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44.2
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Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery
of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays
or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service
of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and
shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands)
following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be
deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day
that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to
the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent,
and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.
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44.3
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A notice may be given by the Company to the person or persons which the Company has been advised
are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which
are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased,
or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so
entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death
or bankruptcy had not occurred.
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44.4
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Notice of every general meeting shall be given in any manner authorised by the Articles to every
holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of
joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person
upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of
a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person
shall be entitled to receive notices of general meetings.
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45.1
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If the Company shall be wound up the liquidator shall apply the assets of the Company in satisfaction
of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in
a winding up:
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(a)
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if the assets available for distribution amongst the Members shall be insufficient to repay the
whole of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be
borne by the Members in proportion to the par value of the Shares held by them; or
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(b)
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if the assets available for distribution amongst the Members shall be more than sufficient to repay
the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst
the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction
from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
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45.2
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If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares
and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the
Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind
or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees
upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member
shall be compelled to accept any asset upon which there is a liability.
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46
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Indemnity and Insurance
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46.1
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Every Director and officer of the Company (which for the avoidance of doubt, shall not include
auditors of the Company), together with every former Director and former officer of the Company (each an "Indemnified Person")
shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages
or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act
in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or wilful
default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether
direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud or wilful default
of such Indemnified Person. No person shall be found to have committed actual fraud or wilful default under this Article unless
or until a court of competent jurisdiction shall have made a finding to that effect.
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46.2
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The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs
and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified
Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person
shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final
adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined
by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to
such
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judgment,
costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement
shall be returned to the Company (without interest) by the Indemnified Person.
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46.3
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The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of
any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach
to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation
to the Company.
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Unless the Directors otherwise
prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation,
shall begin on 1st January in each year.
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48
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Transfer by Way of Continuation
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If the Company is exempted as
defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have
the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands
and to be deregistered in the Cayman Islands.
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49
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Mergers and Consolidations
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The Company
shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such
terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.
Dated this 2nd day of October 2019.
Maples Corporate Services Limited
of PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
acting by:
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/s/ Marcia Borden
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Marcia Borden
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/s/ Ahmaree Piercy
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Ahmaree Piercy
Witness to the above signature
Exhibit 3.2
THE COMPANIES LAW (2018 Revision)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
LIV CAPITAL ACQUISITION CORP.
(adopted
by special resolution dated [Date])
THE COMPANIES LAW (2018 Revision)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
LIV CAPITAL ACQUISITION CORP.
(adopted
by special resolution dated [Date])
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1
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The name of the Company is LIV Capital Acquisition Corp.
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2
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The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited,
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors
may decide.
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3
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The objects for which the Company is established are unrestricted and the Company shall have full
power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
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4
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The liability of each Member is limited to the amount unpaid on such Member's shares.
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5
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The share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares
of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference
shares of a par value of US$0.0001 each.
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6
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The Company has power to register by way of continuation as a body corporate limited by shares
under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
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7
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Capitalised terms that are not defined in this Memorandum of Association bear the respective meanings
given to them in the Articles of Association of the Company.
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THE COMPANIES LAW (2018 Revision)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
LIV CAPITAL ACQUISITION CORP.
(ADOPTED BY SPECIAL RESOLUTION DATED [DATE])
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1.1
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In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is
something in the subject or context inconsistent therewith:
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"Affiliate"
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in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.
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"Applicable Law"
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means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.
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"Articles"
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means these articles of association of the Company.
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"Audit Committee"
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means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
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"Auditor"
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means the person for the time being performing the duties of auditor of the Company (if any).
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"Business Combination"
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means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the "target business"), which Business Combination: (a) must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Fund (excluding taxes payable on the income earned on the Trust Fund) at the time of the agreement to enter into such Business Combination; and (b) must not be effectuated with another blank cheque company or a similar company with nominal operations.
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"business day"
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means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.
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"Clearing House"
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means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
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"Class A Share"
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means a class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
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"Class B Share"
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means a class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
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"Company"
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means the above named company.
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"Company’s Website"
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means the website of the Company and/or its web-address or domain name.
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"Compensation Committee"
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means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
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"Designated Stock Exchange"
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means any securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Capital Market.
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"Directors"
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means the directors for the time being of the Company.
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"Dividend"
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means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
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“Electronic Communication”
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means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
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"Electronic Record"
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has the same meaning as in the Electronic Transactions Law.
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"Electronic Transactions Law"
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means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.
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"Equity-linked Securities"
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means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
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"Exchange Act"
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means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
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"Founders"
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means all Members immediately prior to the consummation of the IPO.
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"Independent Director"
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has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
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"IPO"
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means the Company's initial public offering of securities.
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"Member"
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has the same meaning as in the Statute.
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"Memorandum"
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means the memorandum of association of the Company.
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"Nominating Committee"
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means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
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"Officer"
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means an officer of the Company appointed by the Directors including, for the avoidance of doubt and without limitation, any chairman of the Board of Directors, chief executive officer, chief financial officer, chief operating officer, chief information officer, chief investment officer, chief marketing officer, chief compliance officer, general counsel president, executive vice-president, senior vice-president, vice-president, secretary, assistant secretary, treasurer, assistant treasurer, manager, controller or any other officer as may be determined by the Directors.
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"Ordinary Resolution"
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means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
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"Over-Allotment Option"
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means the option of the Underwriters to purchase up to an additional 15 per cent of the units (as described in the Articles) sold in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.
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"Preference Share"
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means a preference share of a par value of US$0.0001 in the share capital of the Company.
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"Public Share"
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means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.
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"Register of Members"
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means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
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"Registered Office"
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means the registered office for the time being of the Company.
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"Representative"
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means a representative of the Underwriters from time to time and any successor representative.
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"Seal"
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means the common seal of the Company and includes every duplicate seal.
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"Securities and Exchange Commission"
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means the United States Securities and Exchange Commission.
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"Share"
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means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.
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"Special Resolution"
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subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution.
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"Sponsor"
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means LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership, and its successors or assigns.
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"Statute"
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means the Companies Law (2018 Revision) of the Cayman Islands.
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"Treasury Share"
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means a Share held in the name of the Company as a treasury share in accordance with the Statute.
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"Trust Fund"
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means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.
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"Underwriter"
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means an underwriter of the IPO from time to time and any successor underwriter.
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(a)
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words importing the singular number include the plural number and vice versa;
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(b)
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words importing the masculine gender include the feminine gender;
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(c)
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words importing persons include corporations as well as any other legal or natural person;
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(d)
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"written" and "in writing" include all modes of representing or reproducing
words in visible form, including in the form of an Electronic Record;
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(e)
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"shall" shall be construed as imperative and "may" shall be construed as permissive;
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(f)
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references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced;
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(g)
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any phrase introduced by the terms "including", "include", "in particular"
or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
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(h)
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the term "and/or" is used herein to mean both "and" as well as "or."
The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or
"or" in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not
be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
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(i)
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headings are inserted for reference only and shall be ignored in construing the Articles;
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(j)
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any requirements as to delivery under the Articles include delivery in the form of an Electronic
Record;
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(k)
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any requirements as to execution or signature under the Articles including the execution of the
Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law;
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(l)
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sections 8 and 19(3) of the Electronic Transactions Law shall not apply;
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(m)
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the term "clear days" in relation to the period of a notice means that period excluding
the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect;
and
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(n)
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the term "holder" in relation to a Share means a person whose name is entered in the
Register of Members as the holder of such Share.
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2
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Commencement of Business
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2.1
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The business of the Company may be commenced as soon after incorporation of the Company as the
Directors shall see fit.
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2.2
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The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred
in or about the formation and establishment of the Company, including the expenses of registration.
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3.1
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Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by
the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice
to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares
(including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends
or other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they
think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot,
issue, grant options over or otherwise dispose of Shares (including
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fractions of
a Share) to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion set out in the Articles.
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3.2
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The Company may issue rights, options, warrants or convertible securities or securities of similar
nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities
in the Company on such terms as the Directors may from time to time determine.
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3.3
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The Company may issue units of securities in the Company, which may be comprised of whole or fractional
Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders
thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors
may from time to time determine.
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3.4
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The Company shall not issue Shares to bearer.
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4.1
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The Company shall maintain or cause to be maintained the Register of Members in accordance with
the Statute.
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4.2
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The Directors may determine that the Company shall maintain one or more branch registers of Members
in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register
and which shall constitute the branch register or registers, and to vary such determination from time to time.
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5
|
Closing Register of Members or Fixing Record Date
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5.1
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For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members
or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a
determination of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed
newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange,
the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, provide
that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.
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5.2
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In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or
arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the
Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or
other distribution, or in order to make a determination of Members for any other purpose.
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|
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5.3
|
If the Register of Members is not so closed and no record date is fixed for the determination of
Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other
distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to
pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members.
When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination
shall apply to any adjournment thereof.
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6
|
Certificates for Shares
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|
|
6.1
|
A Member shall only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates
shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates
to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively
numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company
for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate representing
a like number of relevant Shares shall have been surrendered and cancelled.
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6.2
|
The Company shall not be bound to issue more than one certificate for Shares held jointly by more
than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
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6.3
|
If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms
(if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence,
as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.
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6.4
|
Every share certificate sent in accordance with the Articles will be sent at the risk of the Member
or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the
course of delivery.
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6.5
|
Share certificates shall be issued within the relevant time limit as prescribed by the Statute,
if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or
any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever is shorter,
after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse to register
and does not register, after lodgement of a Share transfer with the Company.
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7.1
|
Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument
of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other
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competent regulatory
authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights, options or warrants
issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register
the transfer of any such Share without evidence satisfactory to them of the like transfer of such option or warrant.
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7.2
|
The instrument of transfer of any Share shall be in writing in the usual or common form or in a
form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any
other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the Directors and shall
be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may
be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature
or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain the
holder of a Share until the name of the transferee is entered in the Register of Members.
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8
|
Redemption, Repurchase and Surrender of Shares
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8.1
|
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member
or the Company. The redemption of such Shares, except Public Shares, shall be effected in such manner and upon such other terms
as the Company may, by Special Resolution, determine before the issue of such Shares. With respect to redeeming or repurchasing
the Shares:
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(a)
|
Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
described in the Business Combination Article hereof;
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(b)
|
Class B Shares held by the Founders shall be surrendered by the Founders on a pro rata basis for
no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Founders will own 20 per cent
of the Company's issued Shares after the IPO (exclusive of any securities issued to the Representative prior to the IPO and of
any securities purchased in a private placement simultaneously with the IPO); and
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(c)
|
Public Shares shall be repurchased by way of tender offer in the circumstances set out in the Business
Combination Article hereof.
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8.2
|
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other
terms as the Directors may agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders
of Shares in the circumstances described in the Article above shall not require further approval of the Members.
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8.3
|
The Company may make a payment in respect of the redemption or purchase of its own Shares in any
manner permitted by the Statute, including out of capital.
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8.4
|
The Directors may accept the surrender for no consideration of any fully paid Share.
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9.1
|
The Directors may, prior to the purchase, redemption or surrender of any Share, determine that
such Share shall be held as a Treasury Share.
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9.2
|
The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms
as they think proper (including, without limitation, for nil consideration).
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10
|
Variation of Rights of Shares
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|
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10.1
|
Subject to Article 3.1, if at any time the share capital of the Company is divided into different
classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares
of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares
of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise,
any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares
of that class (other than with respect to a waiver of the provisions of the Class B Share Conversion Article hereof, which as stated
therein shall only require the consent in writing of the holders of a majority of the issued Shares of that class), or with the
approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders
of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation
may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting
all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary
quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder
of Shares of the class present in person or by proxy may demand a poll.
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10.2
|
For the purposes of a separate class meeting, the Directors may treat two or more or all the classes
of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way
by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.
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10.3
|
The rights conferred upon the holders of the Shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied
by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights.
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11
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Commission on Sale of Shares
|
The Company may, in so far as
the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely
or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such
commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on
any issue of Shares pay such brokerage as may be lawful.
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12
|
Non Recognition of Trusts
|
The Company shall not be bound
by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share,
or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an
absolute right to the entirety thereof in the holder.
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13.1
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The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not)
registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with
the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether
a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this
Article. The registration of a transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's
lien on a Share shall also extend to any amount payable in respect of that Share.
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13.2
|
The Company may sell, in such manner as the Directors think fit, any Shares on which the Company
has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after
notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence
of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may
be sold.
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13.3
|
To give effect to any such sale the Directors may authorise any person to execute an instrument
of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be
registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the
purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of
the Company's power of sale under the Articles.
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13.4
|
The net proceeds of such sale after payment of costs, shall be applied in payment of such part
of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums
not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the
sale.
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14.1
|
Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon
the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall
(subject to receiving at least fourteen clear days' notice specifying the time or times of payment) pay to the Company at the time
or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors
may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls
made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
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14.2
|
A call shall be deemed to have been made at the time when the resolution of the Directors authorising
such call was passed.
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14.3
|
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect
thereof.
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14.4
|
If a call remains unpaid after it has become due and payable, the person from whom it is due shall
pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine
(and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive
payment of the interest or expenses wholly or in part.
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14.5
|
An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on
account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions
of the Articles shall apply as if that amount had become due and payable by virtue of a call.
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14.6
|
The Directors may issue Shares with different terms as to the amount and times of payment of calls,
or the interest to be paid.
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14.7
|
The Directors may, if they think fit, receive an amount from any Member willing to advance all
or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable)
pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
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14.8
|
No such amount paid in advance of calls shall entitle the Member paying such amount to any portion
of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such
payment, become payable.
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|
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15.1
|
If a call or instalment of a call remains unpaid after it has become due and payable the Directors
may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together
with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall
specify
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where payment
is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be
liable to be forfeited.
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15.2
|
If the notice is not complied with, any Share in respect of which it was given may, before the
payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all
Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.
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15.3
|
A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner
as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms
as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors
may authorise some person to execute an instrument of transfer of the Share in favour of that person.
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15.4
|
A person any of whose Shares have been forfeited shall cease to be a Member in respect of them
and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to
the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with
interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received
payment in full of all monies due and payable by him in respect of those Shares.
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15.5
|
A certificate in writing under the hand of one Director or Officer that a Share has been forfeited
on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the
Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the
person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if
any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture,
sale or disposal of the Share.
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15.6
|
The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum
which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by
way of premium as if it had been payable by virtue of a call duly made and notified.
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16
|
Transmission of Shares
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|
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16.1
|
If a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal
representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares.
The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or
sole holder.
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16.2
|
Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation
or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by
the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some
person
|
nominated by
him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall
sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline
or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or
bankruptcy or liquidation or dissolution, as the case may be.
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16.3
|
A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages
to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of
a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company
and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some
person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right
to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before
his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is
not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles), the Directors
may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share
until the requirements of the notice have been complied with.
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17
|
Class B Share Conversion
|
|
|
17.1
|
The rights attaching to all Shares shall rank pari passu in all respects, and the Class
A Shares and Class B Shares shall vote together as a single class on all matters (subject to the Variation of Rights of Shares
Article, the Appointment and Removal of Directors Article and the Business Combination Article) with the exception that the holder
of a Class B Share shall have the Conversion Rights referred to in this Article.
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|
|
17.2
|
Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the "Initial
Conversion Ratio") on the first business day following the closing of a Business Combination.
|
|
|
17.3
|
Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any
other Equity-linked Securities convertible or exercisable for Class A Shares, are issued or deemed issued in excess of the amounts
issued in the IPO and related to the closing of a Business Combination, the ratio at which Class B Shares shall convert into Class
A Shares will be adjusted (unless the holders of a majority of the Class B Shares in issue agree to waive such adjustment) so that
the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, on an as-converted basis,
20 per cent of the sum of all Class A Shares and Class B Shares issue upon completion of the IPO plus the number of Class A Shares
and Equity-linked Securities issued or deemed issued in connection with a Business Combination (net of redemptions pursuant to
Article 49 hereof), excluding any Class A Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business
Combination and any
|
private placement
warrants issued to the Sponsor, Affiliates of the Sponsor, or any of the Directors or Officers.
|
|
17.4
|
Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial
Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked
Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing
separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof.
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|
|
17.5
|
The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share
split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by
reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification
or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing
of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation
of the Class B Shares in issue.
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|
|
17.6
|
Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article.
The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such
number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number
of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator
of which shall be the total number of Class B Shares in issue at the time of conversion.
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|
|
17.7
|
References in this Article to "converted", "conversion" or "exchange"
shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application
of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged
at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares
to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion
shall be registered in the name of such Member or in such name as the Member may direct.
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|
|
17.8
|
Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert
into Class A Shares at a ratio that is less than one-for-one.
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|
|
18
|
Amendments of Memorandum and Articles of Association and Alteration of Capital
|
|
|
18.1
|
The Company may by Ordinary Resolution:
|
|
|
(a)
|
increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such
rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;
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|
|
(b)
|
consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares;
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|
|
(c)
|
convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares
of any denomination;
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|
|
(d)
|
by subdivision of its existing Shares or any of them divide the whole or any part of its share
capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
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|
|
(e)
|
cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken
or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.
|
|
|
18.2
|
All new Shares created in accordance with the provisions of the preceding Article shall be subject
to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise
as the Shares in the original share capital.
|
|
|
18.3
|
Subject to the provisions of the Statute, the provisions of the Articles as regards the matters
to be dealt with by Ordinary Resolution and Article 29.4, the Company may by Special Resolution:
|
|
|
(b)
|
alter or add to the Articles (subject to Article 29.4);
|
|
|
(c)
|
alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
and
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|
|
(d)
|
reduce its share capital or any capital redemption reserve fund.
|
|
|
19
|
Offices and Places of Business
|
Subject to the provisions of the
Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition
to its Registered Office, maintain such other offices or places of business as the Directors determine.
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|
20.1
|
All general meetings other than annual general meetings shall be called extraordinary general meetings.
|
|
|
20.2
|
The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold
a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general
meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them,
it shall be held at the Registered Office on the second Wednesday in December of each year (beginning in 2020) at
|
ten o'clock
in the morning. At these meetings the report of the Directors (if any) shall be presented.
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|
20.3
|
The Directors, the chief executive officer or the chairman of the board of Directors may call general
meetings, and they shall on a Members' requisition forthwith proceed to convene an extraordinary general meeting of the Company.
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|
|
20.4
|
A Members' requisition is a requisition of Members holding at the date of deposit of the requisition
not less than thirty per cent in par value of the issued Shares which as at that date carry the right to vote at general meetings
of the Company.
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|
|
20.5
|
The Members' requisition must state the objects of the meeting and must be signed by the requisitionists
and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.
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|
|
20.6
|
If there are no Directors as at the date of the deposit of the Members' requisition or if the Directors
do not within twenty-one days from the date of the deposit of the Members' requisition duly proceed to convene a general meeting
to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting
rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later
than the day which falls three months after the expiration of the said twenty-one day period.
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|
|
20.7
|
A general meeting convened as aforesaid by requisitionists shall be convened in the same manner
as nearly as possible as that in which general meetings are to be convened by Directors.
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|
|
20.8
|
Members seeking to bring business before the annual general meeting or to nominate candidates for
election as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later
than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date
of the annual general meeting.
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|
|
21
|
Notice of General Meetings
|
|
|
21.1
|
At least five clear days' notice shall be given of any general meeting. Every notice shall specify
the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and
shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided
that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or
not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if
it is so agreed:
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|
|
(a)
|
in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat;
and
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|
|
(b)
|
in the case of an extraordinary general meeting, by a majority in number of the Members having
a right to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving
that right.
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|
|
21.2
|
The accidental omission to give notice of a general meeting to, or the non receipt of notice of
a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.
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|
|
22
|
Proceedings at General Meetings
|
|
|
22.1
|
No business shall be transacted at any general meeting unless a quorum is present. The holders
of a majority of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by
its duly authorised representative or proxy shall be a quorum.
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|
|
22.2
|
A person may participate at a general meeting by conference telephone or other communications equipment
by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a
general meeting in this manner is treated as presence in person at that meeting.
|
|
|
22.3
|
A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by
or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings
(or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective
as if the resolution had been passed at a general meeting of the Company duly convened and held.
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|
|
22.4
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If a quorum is not present within half an hour from the time appointed for the meeting to commence
or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members' requisition, shall be dissolved
and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other
day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour
from the time appointed for the meeting to commence, the Members present shall be a quorum.
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22.5
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The Directors may, at any time prior to the time appointed for the meeting to commence, appoint
any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman,
if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall
not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors
present shall elect one of their number to be chairman of the meeting.
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22.6
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If no Director is willing to act as chairman or if no Director is present within fifteen minutes
after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the
meeting.
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22.7
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The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed
by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the adjournment took place.
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22.8
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When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.
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22.9
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If, prior to a Business Combination, a notice is issued in respect of a general meeting and the
Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting
at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general
meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting
is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in
the notice of the original meeting.
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22.10
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When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall
be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All
proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone
a general meeting which has already been postponed.
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22.11
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A resolution put to the vote of the meeting shall be decided on a poll.
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22.12
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A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be
the resolution of the general meeting at which the poll was demanded.
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22.13
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A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.
A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs,
and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of
the poll.
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22.14
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In the case of an equality of votes the chairman shall be entitled to a second or casting vote.
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23.1
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Subject to any rights or restrictions attached to any Shares, including as set out at Article 29.4,
every Member present in any such manner shall have one vote for every Share of which he is the holder.
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23.2
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In the case of joint holders the vote of the senior holder who tenders a vote, whether in person
or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall
be accepted to the exclusion of the votes of the other joint holders,
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and seniority
shall be determined by the order in which the names of the holders stand in the Register of Members.
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23.3
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A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction
in lunacy, may vote by his committee, receiver, curator bonis, or other person on such Member's behalf appointed by that court,
and any such committee, receiver, curator bonis or other person may vote by proxy.
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23.4
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No person shall be entitled to vote at any general meeting unless he is registered as a Member
on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.
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23.5
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No objection shall be raised as to the qualification of any voter except at the general meeting
or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall
be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall
be final and conclusive.
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23.6
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Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural
person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or
more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify
the number of Shares in respect of which each proxy is entitled to exercise the related votes.
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23.7
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A Member holding more than one Share need not cast the votes in respect of his Shares in the same
way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain
from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed
under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against
a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed.
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24.1
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The instrument appointing a proxy shall be in writing and shall be executed under the hand of the
appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under
the hand of its duly authorised representative. A proxy need not be a Member.
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24.2
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The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument
of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place
and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy
relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors
in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing
a proxy shall be
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deposited physically
at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which
the person named in the instrument proposes to vote.
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24.3
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The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed
to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared
to have been duly deposited by the chairman, shall be invalid.
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24.4
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The instrument appointing a proxy may be in any usual or common form (or such other form as the
Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked.
An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
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24.5
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Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding
the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed,
or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation
or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting
at which it is sought to use the proxy.
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25.1
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Any corporation or other non-natural person which is a Member may in accordance with its constitutional
documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as
it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised
shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise
if it were an individual Member.
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25.2
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If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such
persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided
that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised.
Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence
of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such
person was the registered holder of such Shares held by the Clearing House (or its nominee(s)).
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26
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Shares that May Not be Voted
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Shares in the Company that are
beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding Shares at any given time.
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27.1
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There shall be a board of Directors consisting of not less than one person provided however that
the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.
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27.2
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The Directors shall be divided into two classes: Class I and Class II. The number of Directors
in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution
classify themselves as Class I Directors or Class II Directors. The Class I Directors shall stand elected for a term expiring at
the Company’s first annual general meeting and the Class II Directors shall stand elected for a term expiring at the Company’s
second annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting
thereafter, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at
the second succeeding annual general meeting after their election. Except as the Statute or other Applicable Law may otherwise
require, in the interim between annual general meetings or extraordinary general meetings called for the election of Directors
and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies
in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the
vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the
sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their
successors shall have been elected and qualified. A Director elected to fill a vacancy resulting from the death, resignation or
removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall
have created such vacancy and until his successor shall have been elected and qualified.
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28.1
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Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions
given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the
Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which
would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors
at which a quorum is present may exercise all powers exercisable by the Directors.
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28.2
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All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments
and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may
be in such manner as the Directors shall determine by resolution.
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28.3
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The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement
to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may
make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
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28.4
|
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge
its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture
stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the
Company or of any third party.
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29
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Appointment and Removal of Directors
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29.1
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Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders
of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class B Shares remove
any Director. For the avoidance of doubt, prior to the closing of a Business Combination holders of Class A Shares shall have no
right to vote on the appointment or removal of any Director.
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29.2
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The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional
Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with
the Articles as the maximum number of Directors.
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29.3
|
After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any
person to be a Director or may by Ordinary Resolution remove any Director.
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29.4
|
Article 29.1 may only be amended by a Special Resolution passed by at least 90 per cent of such
Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice
specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution.
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30
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Vacation of Office of Director
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The office of a Director shall
be vacated if:
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(a)
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the Director gives notice in writing to the Company that he resigns the office of Director; or
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(b)
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the Director absents himself (for the avoidance of doubt, without being represented by proxy) from
three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass
a resolution that he has by reason of such absence vacated office; or
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(c)
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the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors
generally; or
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(d)
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the Director is found to be or becomes of unsound mind; or
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(e)
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all of the other Directors (being not less than two in number) determine that he should be removed
as a Director, either by a resolution passed by all of the other Directors at a
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meeting of the
Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors.
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31
|
Proceedings of Directors
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31.1
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The quorum for the transaction of the business of the Directors may be fixed by the Directors,
and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director.
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31.2
|
Subject to the provisions of the Articles, the Directors may regulate their proceedings as they
think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman
shall have a second or casting vote.
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31.3
|
A person may participate in a meeting of the Directors or any committee of Directors by conference
telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with
each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting.
Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman is located
at the start of the meeting.
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31.4
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A resolution in writing (in one or more counterparts) signed by all the Directors or all the members
of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation
of office by any Director, all of the Directors other than the Director who is the subject of such resolution shall be as valid
and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened
and held.
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31.5
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A Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors
by at least two days' notice in writing to every Director which notice shall set forth the general nature of the business to be
considered unless notice is waived by all the Directors either at, before or after the meeting is held. To any such notice of a
meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall
apply mutatis mutandis.
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31.6
|
The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding
any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles
as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors
to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
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31.7
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The Directors may elect a chairman of their board and determine the period for which he is to hold
office; but if no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time
appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.
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31.8
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All acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding
that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them
were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been
duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as
the case may be.
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31.9
|
A Director may be represented at any meetings of the board of Directors by a proxy appointed in
writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that
of the appointing Director.
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A Director who is present at a
meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action
with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent
by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favour of such action.
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33.1
|
A Director may hold any other office or place of profit under the Company (other than the office
of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the
Directors may determine.
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33.2
|
A Director may act by himself or by, through or on behalf of his firm in a professional capacity
for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
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33.3
|
A Director may be or become a director or other officer of or otherwise interested in any company
promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such
Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of,
or from his interest in, such other company.
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33.4
|
No person shall be disqualified from the office of Director or prevented by such office from contracting
with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered
into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall
any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in
connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby
established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided
that the nature of the
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interest of
any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.
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33.5
|
A general notice that a Director is a shareholder, director, officer or employee of any specified
firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure
for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such
general notice it shall not be necessary to give special notice relating to any particular transaction.
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The Directors shall cause minutes
to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings
of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names
of the Directors present at each meeting.
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35
|
Delegation of Directors' Powers
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|
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35.1
|
The Directors may delegate any of their powers, authorities and discretions, including the power
to sub-delegate, to any committee consisting of one or more Directors (including, without limitation, the Audit Committee, the
Compensation Committee and the Nominating Committee). Any such delegation may be made subject to any conditions the Directors may
impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by
the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating
the proceedings of Directors, so far as they are capable of applying.
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35.2
|
The Directors may establish any committees, local boards or agencies or appoint any person to be
a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local
boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally
with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any
such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the
proceedings of Directors, so far as they are capable of applying.
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|
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35.3
|
The Directors may adopt formal written charters for committees and, if so adopted, shall review
and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all
things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors
may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee,
the Compensation Committee and the Nominating Committee, if established, shall consist of such number of Directors as the Directors
shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations of
the Designated Stock Exchange, the
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Securities and
Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class
of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating Committee
shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the rules
and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law.
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|
35.4
|
The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company
on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and
may be revoked by the Directors at any time.
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35.5
|
The Directors may by power of attorney or otherwise appoint any company, firm, person or body of
persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for
such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under
the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other
appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised
signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or
any of the powers, authorities and discretions vested in him.
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|
|
35.6
|
The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration
and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless
otherwise specified in the terms of his appointment an Officer may be removed by resolution of the Directors or Members. An Officer
may vacate his office at any time if he gives notice in writing to the Company that he resigns his office.
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36
|
No Minimum Shareholding
|
The Company in general meeting
may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed
a Director is not required to hold Shares.
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|
37
|
Remuneration of Directors
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|
|
37.1
|
The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors
shall determine, provided that no cash remuneration shall be paid to any Director by the Company prior to the consummation of a
Business Combination. The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled
to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of
Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares
or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a
|
Director, or
to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method
and partly the other.
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|
37.2
|
The Directors may by resolution approve additional remuneration to any Director for any services
which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also
counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration
as a Director.
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|
|
38.1
|
The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the
authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has
been affixed shall be signed by at least one person who shall be either a Director or some Officer or other person appointed by
the Directors for the purpose.
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|
|
38.2
|
The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal
or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition
on its face of the name of every place where it is to be used.
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|
|
38.3
|
A Director or Officer, representative or attorney of the Company may without further authority
of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under
seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
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|
39
|
Dividends, Distributions and Reserve
|
|
|
39.1
|
Subject to the Statute and this Article and except as otherwise provided by the rights attached
to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the
Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be
an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically
state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised
or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.
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|
|
39.2
|
Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions
shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall
rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
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|
|
39.3
|
The Directors may deduct from any Dividend or other distribution payable to any Member all sums
of money (if any) then payable by him to the Company on account of calls or otherwise.
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|
|
39.4
|
The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the
distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities
of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors
may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution
of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of
the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner
as may seem expedient to the Directors.
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39.5
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Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions
may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required
and how any costs involved are to be met.
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39.6
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The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums
as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of
the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
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39.7
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Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares
may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of
the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members
or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall
be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts
for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.
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39.8
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No Dividend or other distribution shall bear interest against the Company.
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39.9
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Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed
after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors,
be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect
of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution
which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable
shall be forfeited and shall revert to the Company.
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The Directors may at any time
capitalise any sum standing to the credit of any of the Company's reserve accounts or funds (including the share premium account
and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for
distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members
had the same been a distribution of profits by way of
Dividend or other distribution;
and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up
to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect
to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares
becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company
rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested
into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement
made under such authority shall be effective and binding on all such Members and the Company.
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41.1
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The Directors shall cause proper books of account (including, where applicable, material underlying
documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company
and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and
the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date
on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary
to give a true and fair view of the state of the Company's affairs and to explain its transactions.
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41.2
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The Directors shall determine whether and to what extent and at what times and places and under
what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members
not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of
the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.
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41.3
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The Directors may cause to be prepared and to be laid before the Company in general meeting profit
and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
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42.1
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The Directors may appoint an Auditor of the Company who shall hold office on such terms as the
Directors determine.
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42.2
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Without prejudice to the freedom of the Directors to establish any other committee, if the Shares
(or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt
a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The
composition and responsibilities
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of the Audit
Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission
and/or any other competent regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at least once
every financial quarter, or more frequently as circumstances dictate.
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42.3
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If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange,
the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit
Committee for the review and approval of potential conflicts of interest.
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42.4
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The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
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42.5
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If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming
incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill
the vacancy and determine the remuneration of such Auditor.
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42.6
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Every Auditor of the Company shall have a right of access at all times to the books and accounts
and vouchers of the Company and shall be entitled to require from the Directors and Officers such information and explanation as
may be necessary for the performance of the duties of the Auditor.
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42.7
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Auditors shall, if so required by the Directors, make a report on the accounts of the Company during
their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered
with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment
in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during
their term of office, upon request of the Directors or any general meeting of the Members.
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43.1
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Notices shall be in writing and may be given by the Company to any Member either personally or
by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where
the notice is given by e-mail by sending it to the e-mail address provided by such Member). Notice may also be served by Electronic
Communication in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission
and/or any other competent regulatory authority or by placing it on the Company’s Website.
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43.2
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Where a notice is sent by:
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(a)
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courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier
company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following
the day on which the notice was delivered to the courier;
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(b)
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post; service of the notice shall be deemed to be effected by properly addressing, pre paying and
posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or
Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted;
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(c)
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cable, telex or fax; service of the notice shall be deemed to be effected by properly addressing
and sending such notice and shall be deemed to have been received on the same day that it was transmitted;
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(d)
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e-mail or other Electronic Communication; service of the notice shall be deemed to be effected
by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on
the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient;
and
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(e)
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placing it on the Company’s Website; service of the notice shall be deemed to have been effected
one hour after the notice or document was placed on the Company’s Website.
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43.3
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A notice may be given by the Company to the person or persons which the Company has been advised
are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which
are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased,
or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so
entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death
or bankruptcy had not occurred.
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43.4
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Notice of every general meeting shall be given in any manner authorised by the Articles to every
holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of
joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person
upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of
a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person
shall be entitled to receive notices of general meetings.
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44.1
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If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction
of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in
a winding up:
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(a)
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if the assets available for distribution amongst the Members shall be insufficient to repay the
whole of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be
borne by the Members in proportion to the par value of the Shares held by them; or
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(b)
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if the assets available for distribution amongst the Members shall be more than sufficient to repay
the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst
the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction
from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
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44.2
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If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares
and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the
Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind
or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees
upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member
shall be compelled to accept any asset upon which there is a liability.
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45
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Indemnity and Insurance
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45.1
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Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the
Company), together with every former Director and former Officer (each an "Indemnified Person") shall be indemnified
out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including
legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions
other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default. No
Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or
indirect) of the carrying out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful
default of such Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect or wilful default under
this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.
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45.2
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The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs
and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified
Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person
shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final
adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined
by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to
such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and
any advancement shall be returned to the Company (without interest) by the Indemnified Person.
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45.3
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The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of
any Director or other Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person
in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the
Company.
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Unless the Directors otherwise
prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation,
shall begin on 1st January in each year.
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47
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Transfer by Way of Continuation
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If the Company is exempted as
defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have
the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands
and to be deregistered in the Cayman Islands.
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48
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Mergers and Consolidations
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The Company
shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such
terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.
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49.1
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Notwithstanding any other provision of the Articles, this Article shall apply during the period
commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination
and the full distribution of the Trust Fund pursuant to this Article. In the event of a conflict between this Article and any other
Articles, the provisions of this Article shall prevail.
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49.2
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Prior to the consummation of a Business Combination, the Company shall either:
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(a)
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submit such Business Combination to its Members for approval; or
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(b)
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provide Members with the opportunity to have their Shares repurchased by means of a tender offer
for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, calculated as
of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Fund (net of
taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase
Public Shares in an amount that would cause the Company's net tangible assets to be less than US$5,000,001 immediately prior to
or upon consummation of such Business Combination.
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49.3
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If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the
Exchange Act in connection with a Business Combination, it shall file tender offer documents with the Securities and Exchange Commission
prior to completing such Business Combination which contain substantially the same financial and other information about such Business
Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds
general meeting to approve a Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities
and Exchange Commission.
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49.4
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At a general meeting called for the purposes of approving a Business Combination pursuant to this
Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate
such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net
tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset
or cash requirement that may be contained in the agreement relating to, such Business Combination.
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49.5
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Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in
connection with any vote on a Business Combination, elect to have their Public Shares redeemed for cash (the "IPO Redemption"),
provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or
as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares
may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior
consent of the Company. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for
or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then
on deposit in the Trust Fund calculated as of two business days prior to the consummation of the Business Combination, including
interest earned on the Trust Fund and not previously released to the Company to pay its taxes, divided by the number of then issued
Public Shares (such redemption price being referred to herein as the "Redemption Price"). The Company shall not
redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 (the “Redemption
Limitation”).
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(a)
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the Company does not consummate a Business Combination by 21 months from the consummation of the
IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall: (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including
interest earned on the funds held in the Trust Fund and not previously released to the Company (less taxes payable and up to US$100,000
of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely
extinguish public
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Members' rights
as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve,
subject in the case of (ii) and (iii) above to its obligations under Cayman Islands law to provide for claims of creditors and
in all cases subject to the other requirements of Applicable Law; and
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(b)
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any amendment is made to this Article that would affect the substance or timing of the Company's
obligation to (i) provide for the redemption of the Public Shares in connection with a Business Combination or (ii) redeem 100
per cent of the Public Shares if the Company has not consummated a Business Combination within 21 months from the consummation
of the IPO, or such later time as the Members may approve in accordance with the Articles, each holder of Public Shares who is
not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval
of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including
interest earned on the funds held in the Trust Fund and not previously released to the Company to pay its taxes, divided by the
number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to
the Redemption Limitation.
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49.7
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A holder of Public Shares shall be entitled to receive distributions from the Trust Fund only in
the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this ArticleError! Reference source
not found., or a distribution of the Trust Fund pursuant to this Article. In no other circumstance shall a holder of Public
Shares have any right or interest of any kind in the Trust Fund.
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49.8
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After the issue of Public Shares, and prior to the consummation of a Business Combination, the
Directors shall not issue additional Shares or any other securities that would entitle the holders thereof to (i) receive funds
from the Trust Fund or (ii) vote as a class with Public Shares on a Business Combination.
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49.9
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A Director may vote in respect of a Business Combination in which such Director has a conflict
of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict
to the other Directors.
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49.10
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The Company must complete one or more Business Combinations having an aggregate fair market value
of at least 80 per cent of the assets held in the Trust Fund (net of amounts previously disbursed to the Company's management for
taxes) at the time of the Company's signing a definitive agreement in connection with a Business Combination. A Business Combination
must not be effectuated with another blank cheque company or a similar company with nominal operations
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49.11
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The Company may enter into a Business Combination with a target business that is Affiliated with
the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to complete a Business Combination with a target
that is Affiliated with the Sponsor, a Founder, a Director or an
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Officer, the
Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another
valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire
that such a Business Combination is fair to the Company from a financial point of view.
Exhibit
4.1
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NUMBER
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UNITS
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U-
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SEE REVERSE FOR
CERTAIN
DEFINITIONS
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LIV CAPITAL ACQUISITION CORP.
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CUSIP [●]
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UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE WARRANT,
EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE
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THIS CERTIFIES
THAT
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is the owner of
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Units.
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Each Unit (“Unit”)
consists of one (1) Class A ordinary share, par value $0.0001 per share (“Class A ordinary shares”),
of LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and one warrant
(“Warrant”). Each Warrant entitles the holder to purchase one (1) Class A ordinary share (subject to
adjustment) for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30)
days after the Company’s completion of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or other similar business combination with one or more businesses (each a “Business Combination”), and
(ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before
5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business
Combination, or earlier upon redemption or liquidation. The Class A ordinary shares and Warrants comprising the Units represented
by this certificate will begin separate trading on [●] unless EarlyBirdCapital, Inc. elects to allow earlier separate trading,
subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an
audited balance sheet reflecting the Company’s receipt of the gross proceeds of its initial public offering and issuing
a press release announcing when separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated
as of [●], 2019, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject
to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by
acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at One State Street, 30th Floor,
New York, New York 10004, and are available to any Warrant holder on written request and without cost.
This certificate
is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signatures of its duly authorized officers.
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By
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Chief Executive Officer
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LIV Capital
Acquisition Corp.
The Company will furnish without
charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.
The following abbreviations, when
used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:
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TEN COM –
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as tenants in common
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UNIF GIFT MIN ACT -
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Custodian
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TEN ENT –
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as tenants by the entireties
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(Cust)
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(Minor)
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JT TEN –
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as joint tenants with
right of
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under
Uniform Gifts to Minors
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survivorship
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and not as tenants in
common
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Act _________________
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(State)
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Additional abbreviations may also
be used though not in the above list.
For value received, hereby
sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT
OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
represented by the within Certificate,
and do hereby irrevocably constitute and appoint
Attorney to transfer the said
Units on the register of members of the within named Company with full power of substitution in the premises.
Dated:
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Notice: The signature
to this assignment must correspond with the name as written upon the face of the certificate in every particular, without
alteration or enlargement or any change whatever.
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Signature(s) Guaranteed:
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THE SIGNATURE(S) MUST
BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE
17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
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In each case, as more
fully described in the Company’s final prospectus dated [●], 2019, the holder(s) of this certificate shall be
entitled to receive a pro rata portion of certain funds held in the trust account established in connection with its initial
public offering only in the event that (i) the Company redeems the Class A ordinary shares sold in its initial public
offering and liquidates because it does not consummate an initial business combination by a date calculated by reference to
the Company’s amended and restated memorandum and articles of association, (ii) the Company redeems the Class A
ordinary shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s
amended and restated memorandum and articles of association (a) to modify the substance or timing of the Company’s
obligation to redeem 100% of the Class A ordinary shares if it does not consummate an initial business combination by a date
calculated by reference to the Company’s amended and restated memorandum and articles of association or (b) with
respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, or (iii)
if the holder(s) seek(s) to redeem for cash his, her or its respective Class A ordinary shares in connection with a tender
offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business
combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the
holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.2
LIV
CAPITAL ACQUISITION CORP.
INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS
CLASS
A ORDINARY SHARES
SEE
REVERSE FOR
CERTAIN
DEFINITIONS
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This Certifies that is the owner of
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CUSIP
[●]
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FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR
VALUE OF US$0.0001 EACH OF
LIV
CAPITAL ACQUISITION CORP.
(THE
“COMPANY”)
transferable
on the register of members of the Company in person or by duly authorized attorney upon surrender of this certificate properly
endorsed.
The
Company will be forced to redeem all of its Class A ordinary shares if it is unable to complete a business combination by a
date calculated by reference to the Company’s amended and restated memorandum and articles of association, all as more
fully described in the Company’s final prospectus dated [●], 2019.
This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness
the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
Dated:
The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
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TEN
COM –
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as
tenants in common
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UNIF
GIFT MIN ACT -
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Custodian
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TEN
ENT –
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as
tenants by the entireties
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(Cust)
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(Minor)
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JT
TEN –
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as
joint tenants with right of survivorship and not as
tenants
in common
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under
Uniform Gifts to Minors
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Act_________________
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(State)
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Additional
abbreviations may also be used though not in the above list.
LIV
CAPITAL ACQUISITION CORP.
The
Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of shares thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be
held subject to all the provisions of the amended and restated memorandum and articles of association and all amendments thereto
and resolutions of the Company’s Board of Directors providing for the issue of securities (copies of which may be obtained
from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.
For
value received, hereby sell, assign and transfer unto
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(PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S))
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(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
represented
by the within Certificate, and does hereby irrevocably constitute and appoint
_________________________________________________________________________________________Attorney
to transfer the said shares on the register of members of the within named Company with full power of substitution in the premises.
Dated
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Notice:
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular,
without alteration or enlargement or any change whatever.
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Signature(s)
Guaranteed:
THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT
TO S.E.C. RULE 17Ad-15) (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES
EXCHANGE
ACT OF 1934, AS AMENDED).
In
each case, as more fully described in the Company’s final prospectus dated [●], 2019, the holder(s) of
this certificate shall be entitled to receive a pro rata portion of certain funds held in the trust account established
in connection with its initial public offering only in the event that (i) the Company redeems the Class A ordinary shares
sold in its initial public offering and liquidates because it does not consummate an initial business combination by a
date calculated by reference to the Company’s amended and restated memorandum and articles of association, (ii) the
Company redeems the Class A ordinary shares sold in its initial public offering in connection with a shareholder vote to
amend the Company’s amended and restated memorandum and articles of association (a) to modify the substance or timing
of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does not consummate an initial
business combination by a date calculated by reference to the Company’s amended and restated memorandum and articles of association
or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination
activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A ordinary shares in
connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the
proposed initial business combination) setting forth the details of a proposed initial business combination. In no other
circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.3
[Form
of Warrant Certificate]
[FACE]
Number
WARRANTS
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
LIV CAPITAL ACQUISITION CORP.
Incorporated Under the Laws of the Cayman Islands
CUSIP [·]
Warrant Certificate
This Warrant Certificate certifies that , or registered
assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase Class A ordinary shares, $0.0001 par value (“Class A ordinary shares”), of LIV Capital Acquisition
Corp., a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise
during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and
non-assessable Class A ordinary shares as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment
of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.
Each Warrant is initially exercisable for one fully paid and
non-assessable Class A ordinary share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in a Class A ordinary share, the Company will, upon exercise,
round down to the nearest whole number the number of Class A ordinary shares to be issued to the Warrant holder. The number of
Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.
The initial Exercise Price per one Class A ordinary share for
any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.
Subject to the conditions set forth in the Warrant Agreement,
the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void.
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully
set forth at this place.
This Warrant Certificate shall not be valid unless countersigned
by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate shall be governed by and construed
in accordance with the internal laws of the State of New York.
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LIV CAPITAL ACQUISITION CORP.
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By:
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Name:
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
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By:
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Name:
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Title:
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[Form
of Warrant Certificate]
[Reverse]
The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A ordinary shares and are issued or to
be issued pursuant to a Warrant Agreement dated as of [·], 2019 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New
York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during the Exercise Period
set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with
payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.
Notwithstanding anything else in this Warrant Certificate or
the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance
of the Class A ordinary shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Class A ordinary shares is current, except through “cashless exercise” as provided for
in the Warrant Agreement.
The Warrant Agreement provides that upon the occurrence of certain
events the number of Class A ordinary shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to
certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in a Class A ordinary share, the Company shall, upon exercise, round down to the nearest whole number of Class A ordinary shares
to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered at the principal corporate
trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.
Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in
connection therewith.
The Company and the Warrant Agent may deem and treat the Registered
Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor
this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
Election
to Purchase
(To
Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive Class A ordinary shares and herewith tenders payment for such Class A ordinary
shares to the order of LIV Capital Acquisition Corp. (the “Company”) in the amount of $[·]
in accordance with the terms hereof. The undersigned requests that a certificate for such Class A ordinary shares be registered
in the name of [·], whose address is [·]
and that such Class A ordinary shares be delivered to [·] whose address is [·].
If said number of Class A ordinary shares is less than all of the Class A ordinary shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such Class A ordinary shares be registered in the
name of [·], whose address is [·]
and that such Warrant Certificate be delivered to [·], whose address is [·].
In the event that the Warrant has been called for redemption
by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant to
Section 6.3 of the Warrant Agreement, the number of Class A ordinary shares that this Warrant is exercisable for shall be
determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.
In the event that the Warrant is a Private Placement Warrant
that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the
number of Class A ordinary shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c)
of the Warrant Agreement.
In the event that the Warrant is to be exercised on a “cashless”
basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class A ordinary shares that this Warrant is exercisable
for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised, to the extent
allowed by the Warrant Agreement, through cashless exercise (i) the number of Class A ordinary shares that this Warrant is exercisable
for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise
and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Class A ordinary shares.
If said number of shares is less than all of the Class A ordinary shares purchasable hereunder (after giving effect to the cashless
exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A ordinary
shares be registered in the name of [·], whose address is [·]
and that such Warrant Certificate be delivered to [·], whose address is [·].
[Signature
Page Follows]
Date: , 20
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(Signature)
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(Address)
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(Tax Identification Number)
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THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED).
Exhibit
4.4
WARRANT AGREEMENT
between
LIV CAPITAL
ACQUISITION CORP.
and
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY
THIS WARRANT
AGREEMENT (this “Agreement”), dated as of [●], 2019, is by and between LIV Capital Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust
Company, a New York corporation, as warrant agent (the “Warrant Agent”).
WHEREAS,
on [●], 2019 the Company entered into that certain Sponsor Warrants Purchase Agreement with LIV Capital Acquisition Sponsor,
L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), pursuant to which the Sponsor agreed
to purchase an aggregate of 2,350,000 warrants (or up to 2,552,500 warrants if the Over-allotment Option (as defined below) in
connection with the Company’s Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering
(and any closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the “Private
Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant
entitles the holder thereof to purchase one Class A ordinary share (as defined below) at a price of $11.50 per share, subject
to adjustment, terms and limitations as described herein; and
WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined
below), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated
to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an
additional 1,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant; and
WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s
equity securities (the “Units”), each such Unit comprised of one Class A ordinary share of the Company,
par value $0.0001 per share (“Class A ordinary shares”), and one warrant (the “Public Warrants”
and, together with the Private Placement Warrants, the “Warrants”), and, in connection therewith, has
determined to issue and deliver up to 6,900,000 Public Warrants (including up to 900,000 Public Warrants subject to the Over-allotment
Option) to public investors in the Offering. Each Public Warrant entitles the holder thereof to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein; and
WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, File No. 333-[●] (the “Registration
Statement”)
and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended
(the “Securities Act”), of the Units, the Public Warrants and the Class A ordinary shares included in
the Units; and
WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants;
and
WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for
the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms
and conditions set forth in this Agreement.
2. Warrants.
2.1. Form of Warrant. Each Warrant shall initially be issued in registered form only.
2.2. Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3. Registration.
2.3.1.
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for
the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in
the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions
that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect
to a Warrant in its account, a “Participant”).
If the Depositary
subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant
Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for,
or it is
no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions
to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall be
in the form annexed hereto as Exhibit A.
Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, Chief Operating Officer, Secretary or other principal officer of the Company. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at
the date of issuance.
2.3.2.
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.
2.4. Detachability of Warrants. The Class A ordinary shares and Public Warrants comprising the Units shall begin separate
trading on the 90th day following the date of the Prospectus or, if such 90th day is not on a day, other than a Saturday, Sunday
or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”),
then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”)
with the consent of EarlyBirdCapital, Inc., but in no event shall the Class A ordinary shares and the Public Warrants comprising
the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an
audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then
received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the
“Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form
8-K, and (B) the Company issues a press release announcing when such separate trading shall begin.
2.5. No
Fractional Warrants. The Company shall not issue fractional Warrants. If for any reason a holder of Warrants would be entitled
to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued
to such holder.
2.6. Private
Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they
are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants may be exercised
for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private Placement
Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be transferred,
assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) the
Private Placement
Warrants
shall not be redeemable by the Company; provided, however, that in the case of clause (ii), the Private Placement
Warrants and any Class A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the
Private Placement Warrants may be transferred by the holders thereof:
(a)
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or
directors, any members of the Sponsor or any affiliates of the Sponsor;
(b)
in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary
of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;
(c)
in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(d)
in the case of an individual, pursuant to a qualified domestic relations order;
(e)
by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices
no greater than the price at which the securities were originally purchased;
(f)
in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination;
(g) by
virtue of the laws of the Cayman Islands or the Sponsor’s exempted limited partnership agreement, as amended
from time to time, upon termination, winding-up and liquidation of the Sponsor; and
(h)
in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or
other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination;
provided, however, that, in the case of clauses (a) through (e) and (g), these permitted transferees (the “Permitted
Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions
in this Agreement.
3. Terms and Exercise of Warrants.
3.1. Warrant
Price. Each Warrant (if in certificated form, when countersigned by the Warrant Agent), shall entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of
Class A ordinary shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof
and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this
Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless
exercise,” to the extent permitted hereunder) at which Class A ordinary shares may be purchased at the time a Warrant
is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as
defined
below)
for a period of not less than twenty (20) Business Days, provided that the Company shall provide at least twenty (20) days prior
written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be
identical among all of the Warrants.
3.2.
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger,
amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the
Company and one or more businesses (a “Business Combination”), and (ii) the date that is twelve (12)
months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York City time, on the earliest to occur
of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the
liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association,
as amended from time to time, if the Company fails to complete a Business Combination, or (z) other than with respect to the Private
Placement Warrants then held by the Sponsor or any of its Permitted Transferees, the Redemption Date (as defined below) as provided
in Section 6.2 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2
below with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price
(as defined below) (other than with respect to a Private Placement Warrant then held by the Sponsor or any of its Permitted Transferees)
in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than
a Private Placement Warrant held by the Sponsor or any of its Permitted Transferees in the event of a redemption) not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at 5:00 p.m., New York City time, on the Expiration Date. The term “outstanding” as used in this Agreement
with respect to any securities shall mean securities that are issued and outstanding. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty
(20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such
extension shall be identical in duration among all the Warrants.
3.3.
Exercise of Warrants.
3.3.1.
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, (if in certificated form, when
countersigned by the Warrant Agent), may be exercised by the Registered Holder thereof by surrendering it, at the office of the
Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with
the subscription form, as set forth in the Warrant, duly executed (or, in the case of Warrants held through the Depositary in
uncertificated or book-entry only form, through the applicable procedures of the Depositary), and by paying in full the Warrant
Price for each Class A ordinary share as to which the Warrant is exercised and any and all applicable taxes due in connection
with the exercise of the Warrant, the exchange of the Warrant for the Class A ordinary shares and the issuance of such Class A
ordinary shares, as follows:
(a)
in lawful money of the United States, in good certified check or wire payable to the Warrant Agent;
(b)
in the event of a redemption pursuant to Section 6 hereof in which the Company’s board
of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants
on a “cashless basis,” by surrendering the Warrants for that number of Class A ordinary shares equal to the quotient
obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess
of the “Fair Market Value” (as defined in this subsection 3.3.1(b)) over the exercise
price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b),
the “Fair Market Value” shall mean the average last reported sale price of the Class A ordinary shares for the five
(5) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of
the Warrants, pursuant to Section 6 hereof;
(c)
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or any
of its Permitted Transferees, by surrendering the Warrants for that number of Class A ordinary shares equal to the quotient obtained
by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the
“Fair Market Value” (as defined in this subsection 3.3.1(c)) over the exercise price of
the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair
Market Value” shall mean the average last reported sale price of the Class A ordinary shares for the five (5) trading days
ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the
Warrant Agent; or
(d)
as provided in Section 7.4 hereof.
3.3.2.
Issuance of Class A Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the
clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the
Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number
of full Class A ordinary shares to which he, she or it is entitled, registered in such name or names as may be directed by him,
her or it on the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry
position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any Class A ordinary shares pursuant to the exercise
of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities
Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating
thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant
shall be exercisable and the Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant unless
the Class A ordinary shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration
or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser
of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Class A ordinary
shares underlying such Unit. In no event will the Company be required to net cash settle any Warrant. The Company may require
holders
of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If,
by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in an Class A ordinary shares, the Company shall round down to the
nearest whole number, the number of Class A ordinary shares to be issued to such holder.
3.3.3.
Valid Issuance. All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with this
Agreement and the Amended and Restated Memorandum and Articles of Association of the Company, following the necessary updates
to the Register of Members of the Company, shall be validly issued as fully paid and non-assessable.
3.3.4.
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Class A ordinary
shares is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become
the holder of record of such Class A ordinary shares on the date on which the Warrant, or book-entry position representing such
Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in
the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the register of members
of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of
such Class A ordinary shares at the close of business on the next succeeding date on which the share transfer books or book-entry
system are open.
3.3.5. Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to
the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be
subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by
a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the
right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with
such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (or
such other amount as a holder may specify) (the “Maximum Percentage”) of the Class A ordinary
shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of Class A ordinary shares beneficially owned by such person and its affiliates shall include the number of Class A
ordinary shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made,
but shall exclude Class A ordinary shares that would be issuable upon (x) exercise of the remaining, unexercised portion of
the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including,
without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of
this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of
issued and outstanding Class A ordinary shares, the holder may rely on the number of issued and outstanding Class A ordinary shares as
reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on
Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (the
“Transfer
Agent”), setting forth the number of Class A ordinary shares outstanding. For any reason at any time, upon the written
request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder
the number of Class A ordinary shares then outstanding. In any case, the number of issued and outstanding Class A ordinary shares shall be
determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of issued and outstanding Class A ordinary shares was reported. By written notice to the Company,
the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other
percentage specified in such notice; provided, however, that any such increase shall not be effective until the
sixty-first (61st) day after such notice is delivered to the Company.
4. Adjustments.
4.1. Share Capitalizations.
4.1.1. Sub-Divisions.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued
and outstanding Class A ordinary shares is increased by a capitalization payable in Class A ordinary shares, or by a
sub-division of Class A ordinary shares or other similar event, then, on the effective date of such share capitalization,
sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant shall be increased
in proportion to such increase in the issued and outstanding Class A ordinary shares. A rights offering to holders of Class A
ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “Fair Market
Value” (as defined below) shall be deemed a share capitalization of a number of Class A ordinary shares equal to the
product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares)
multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering
divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights
offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for
Class A ordinary shares, there shall be taken into account any consideration received for such rights, as well as any
additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted
average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior
to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.
4.1.2.
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay
a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of
such Class A ordinary shares (or other securities into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Class A ordinary
shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class
A ordinary shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles
of association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if
the Company does not complete its
initial
Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’
rights or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure
of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash
and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Class
A ordinary shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the
per share amounts of all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period
ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of Class A ordinary shares issuable on exercise of each Warrant) does not
exceed $0.50 (being 5% of the offering price of the Units in the Offering).
4.2. Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number
of issued and outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share split
or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation,
combination, reverse share split, reclassification or similar event, the number of Class A ordinary shares issuable on
exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Class A ordinary shares.
4.3.
Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the
Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the
Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by
a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable
immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities
for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective
issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in
good faith by the Board, and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus)
or their respective affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor,
the initial shareholders or their respective affiliates, as applicable, prior to such issuance) (the “Newly Issued
Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial
Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial
Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will
be
adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) the Market Value and (ii) the Newly Issued Price, and
the $18.00 per share Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be
equal to 180% of the greater of: (i) the Market Value and (ii) the Newly Issued Price.
4.4. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class A ordinary
shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely
affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of the Company with or into
another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Class A ordinary
shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company
as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the Class A ordinary shares of the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares or stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior
to such event (the “Alternative Issuance”); provided, however, that (i) if the holders
of the Class A ordinary shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind
and amount received per share by the holders of the Class A ordinary shares in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of
the Class A ordinary shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by shareholders of the Company as provided for in the Company’s amended and restated memorandum and articles
of association or as a result of the repurchase of Class A ordinary shares by the Company if a proposed initial Business Combination
is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or
exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within
the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such
affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor
rule)) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a
shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as
possible
to the adjustments provided for in this Section 4. If any reclassification or reorganization also results
in a change in Class A ordinary shares covered by subsection 4.1.1, then such adjustment shall be made
pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this
Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be
reduced to less than the par value per share issuable upon exercise of the Warrant.
4.5. Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in Sections 4.1, 4.2, 4.3
or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant,
at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
4.6. No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to
such holder.
4.7. Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion
make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and
any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.
4.8. Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine
that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall
the Warrants be adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection
with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.
5. Transfer
and Exchange of Warrants.
5.1.
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated warrants, properly endorsed
with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.
In the case of certificated warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time
to time upon request.
5.2.
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private
Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant
Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend.
5.3.
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange
which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a Warrant, except as part
of the Units.
5.4.
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
5.5.
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5,
and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf
of the Company for such purpose.
5.6.
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or
exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer
the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6
shall have no effect on any transfer of Warrants on and after the Detachment Date.
6. Redemption.
6.1.
Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office
of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2
below, at the price of $0.01 per Warrant (the “Redemption Price”), if and only if: (i) the last sales
price of the Class A ordinary shares reported has been at least $18.00 per share (subject to adjustment in compliance with
Section
4 hereof) (the “Redemption Trigger Price”), for any twenty (20) trading days within
the thirty (30) trading-day period commencing after the Public Warrants become exercisable and ending on the third trading day
prior to the date on which notice of the redemption is given; and (ii) there is an effective registration statement covering the
Class A ordinary shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to require the
exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.
6.2. Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section
6.1, the Company shall fix a date for the redemption (the “Redemption Date”). Notice
of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the
Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Public Warrants to
be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.
6.3. Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with subsection 3.3.1(b) of this Agreement) at any time after notice of redemption shall
have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the
event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to subsection 3.3.1, the notice of redemption shall contain the information necessary to calculate
the number of Class A ordinary shares to be received upon exercise of the Warrants, including the “Fair Market Value”
(as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date,
the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.
6.4. Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in this Section
6 shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue
to be held by the Sponsor or any of its Permitted Transferees. However, once such Private Placement Warrants are transferred (other
than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants
pursuant to Section 6.1, provided that the criteria for redemption are met, including the opportunity
of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.3.
Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to
be Private Placement Warrants and shall become Public Warrants under this Agreement.
7. Other
Provisions Relating to Rights of Holders of Warrants.
7.1. No
Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any
preemptive rights to vote or to consent or to receive notice as shareholders in respect of the general meetings of the
Company or the appointment of directors of the Company or any other matter.
7.2. Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of
the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.
7.3. Reservation
of Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to
this Agreement.
7.4. Registration
of Class A Ordinary Shares; Cashless Exercise at Company’s Option.
7.4.1.
Registration of the Class A Ordinary Shares. The Company agrees that as soon as practicable, but in no event later
than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its reasonable best efforts
to file with the Commission a registration statement covering the issuance, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the Warrants. The Company shall use its reasonable best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared
effective by the 60th Business Day following the closing of the Business Combination, holders of the applicable Warrants shall
have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending
upon such registration statement being declared effective by the Commission, and during any other period when the Company shall
fail to have maintained an effective registration statement covering the Class A ordinary shares issuable upon exercise of the
applicable Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with
Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Class A ordinary shares
equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied
by the excess of the “Fair Market Value” (as defined below) over the exercise price of the Warrants by (y) the Fair
Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean
the volume weighted average price of the Class A ordinary shares as reported during the five (5) trading day period ending on
the third trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants
or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent
shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant,
the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside
law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance
with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Class
A ordinary shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who
is not an affiliate (as such term is defined in Rule 144 under the
Securities
Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. For the avoidance
of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated
to comply with its registration obligations under the first three sentences of this subsection 7.4.1.
8. Concerning the Warrant Agent and Other Matters.
8.1. Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of Class A ordinary shares upon the exercise of the Warrants, but
the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.
8.2. Resignation,
Consolidation, or Merger of Warrant Agent.
8.2.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign
its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then
the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by
such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having
its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent
with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder;
and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments
in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties, and obligations.
8.2.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall
give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Class A ordinary shares not later than the
effective date of any such appointment.
8.2.3.
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated or any
corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under
this Agreement without any further act.
8.3. Fees and Expenses of Warrant Agent.
8.3.1.
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant
Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.
8.3.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this Agreement.
8.4. Liability
of Warrant Agent.
8.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent
may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
8.4.2.
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or
bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
out-of-pocket costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement,
except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
8.4.3.
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible
for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any
such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or
reservation of any Class A ordinary shares to be issued pursuant to this Agreement or any Warrant or as to whether any Class A
ordinary shares shall, when issued, be valid and fully paid and non-assessable.
8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon
the terms and conditions
herein
set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Class A ordinary shares through the
exercise of the Warrants.
8.6. Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust
Account.
9. Miscellaneous
Provisions.
9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.
9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:
LIV Capital Acquisition
Corp.
Torre Virreyes, Pedregal
No. 24, Piso 6-601
Col. Molino del Rey
México, CDMX, C.P. 11040
Attention: Chief Financial
Officer
Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the
Warrant Agent with the Company), as follows:
Continental Stock Transfer
& Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: Compliance Department
In each case, with copies
to:
EarlyBirdCapital, Inc.
366 Madison Avenue, 8th
Floor
New York, NY 10017
Attn.: Steven Levine
and Mauro Conijeski
Email: slevine@ebcap.com
mconijeski@ebcap.com
9.3.
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.
9.4.
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give
to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of
the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.
9.5.
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the
office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of
any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant
Agent.
9.6.
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument.
9.7.
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and
shall not affect the interpretation thereof.
9.8.
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for
the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms
of only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders of 50% of the then
outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of
the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without
the consent of the Registered Holders.
9.9.
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.
Exhibit A Form of Warrant Certificate
Exhibit B Legend
[Signature
Page Follows]
IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
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LIV CAPITAL ACQUISITION CORP.
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By:
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Name:
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
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By:
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Name:
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Title:
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[Signature
Page - Warrant Agreement]
EXHIBIT
A
[Form
of Warrant Certificate]
[FACE]
Number
WARRANTS
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
LIV CAPITAL ACQUISITION CORP.
Incorporated Under the Laws of the Cayman Islands
CUSIP [·]
Warrant
Certificate
This Warrant Certificate
certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Class A
ordinary shares”), of LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and non-assessable Class A ordinary shares as set forth below, at the exercise price
(the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or
through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America
upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred
to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each Warrant is initially exercisable
for one fully paid and non-assessable Class A ordinary share. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Class A ordinary share, the
Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the
Warrant holder. The number of Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.
The initial Exercise Price per
one Class A ordinary share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.
Subject to the conditions set
forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.
Reference is hereby made to the
further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York.
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LIV CAPITAL ACQUISITION CORP.
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By:
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Name:
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
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By:
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Name:
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Title:
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[Form
of Warrant Certificate]
[Reverse]
The Warrants evidenced by this
Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A ordinary
shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [·],
2019 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
& Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
“holders” or “holder” meaning the Registered Holders or Registered Holder,
respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the
Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.
Warrants may be exercised at
any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless
exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent.
In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total
number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate
evidencing the number of Warrants not exercised.
Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the issuance of the Class A ordinary shares to be issued upon exercise is effective under the Securities Act
and (ii) a prospectus thereunder relating to the Class A ordinary shares is current, except through “cashless exercise”
as provided for in the Warrant Agreement.
The Warrant Agreement provides
that upon the occurrence of certain events the number of Class A ordinary shares issuable upon exercise of the Warrants set forth
on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be
entitled to receive a fractional interest in a Class A ordinary share, the Company shall, upon exercise, round down to the nearest
whole number of Class A ordinary shares to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered
at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.
Upon due presentation for registration
of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other
governmental charge imposed in connection therewith.
The Company and the Warrant Agent
may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
Election
to Purchase
(To
Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive Class A ordinary shares and herewith tenders
payment for such Class A ordinary shares to the order of LIV Capital Acquisition Corp. (the “Company”)
in the amount of $[·] in accordance with the terms hereof. The undersigned requests
that a certificate for such Class A ordinary shares be registered in the name of [·],
whose address is [·] and that such Class A ordinary shares be delivered to [·]
whose address is [·]. If said number of Class A ordinary shares is less than all
of the Class A ordinary shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the
remaining balance of such Class A ordinary shares be registered in the name of [·],
whose address is [·] and that such Warrant Certificate be delivered to [·],
whose address is [·].
In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Class A ordinary shares that this Warrant
is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.
In the event that the Warrant
is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c)
of the Warrant Agreement, the number of Class A ordinary shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement.
In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class
A ordinary shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant
Agreement.
In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Class A ordinary
shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive Class A ordinary shares. If said number of shares is less than all of the Class A ordinary shares purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Class A ordinary shares be registered in the name of [·],
whose address is [·] and that such Warrant Certificate be delivered to [·],
whose address is [·].
[Signature
Page Follows]
Date: , 20
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(Signature)
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(Address)
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(Tax Identification
Number)
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THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED).
EXHIBIT
B
LEGEND
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS,
AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL
LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG LIV CAPITAL ACQUISITION CORP. (THE “COMPANY”),
LIV CAPITAL ACQUISITION SPONSOR, L.P. AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED
PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS
DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO
HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY
TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES
EVIDENCED HEREBY AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”
NO. WARRANT
Exhibit 5.1
Our ref LMY/764248-000001/60727630v4
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LIV Capital Acquisition Corp.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
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November 20, 2019
LIV Capital Acquisition Corp.
We have acted as counsel as to Cayman Islands
law to LIV Capital Acquisition Corp. (the "Company") in connection with the Company's registration statement on
Form S-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the
"Commission") under the United States Securities Act of 1933, as amended (the "Act") (including
its exhibits, the "Registration Statement") related to the offering and sale to the public of:
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(a)
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up to 6,000,000 units ("Units"), each Unit consisting of one Class A ordinary
share of the Company of a par value of US$0.0001 each ("Ordinary Shares") and one redeemable warrant to each warrant
exercisable to purchase one Ordinary Share at a price of US$11.50 per Ordinary Share ("Warrants");
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(b)
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up to 900,000 Units ("Over-Allotment Units"), which the several underwriters,
for whom EarlyBirdCapital, Inc. is acting as representative (the "Representative"), will have a right to purchase
from the Company to cover over allotments, if any; and
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(c)
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all Ordinary Shares and Warrants issued as part of the Units and the Over-Allotment Units.
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This opinion letter is given in accordance
with the terms of the Legal Matters section of the Registration Statement.
We have reviewed originals, copies, drafts
or conformed copies of the following documents:
Maples
and Calder
PO Box 309 Ugland
House Grand Cayman KY1-1104 Cayman Islands
Tel +1 345
949 8066 Fax +1 345 949 8080 maples.com
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1.1
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The certificate of incorporation dated 2 October 2019 and the memorandum and articles of association
of the Company as registered or adopted on 2 October 2019 (the "Memorandum and Articles").
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1.2
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The written resolutions of the board of directors of the Company dated 4 October 2019 (the "Resolutions"),
and the corporate records of the Company maintained at its registered office in the Cayman Islands.
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1.3
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A certificate of good standing with respect to the Company issued by the Registrar of Companies
(the "Certificate of Good Standing").
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1.4
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A certificate from a director of the Company a copy of which is attached to this opinion letter
(the "Director's Certificate").
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1.5
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The Registration Statement.
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1.6
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A draft of the form of the unit certificate representing the Units and the Over-Allotment Units
(the "Unit Certificates").
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1.7
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A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants
(the "Warrant Documents").
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1.8
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A draft of the underwriting agreement between the Company and the Representative (the "Underwriting
Agreement").
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(The documents listed
in paragraphs 1.6 to 1.8 inclusive above shall be referred to collectively herein as the "Documents").
The following opinions are given only as
to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions
only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions,
we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the
Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have
not independently verified:
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2.1
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The Documents have been or will be authorised and duly executed and unconditionally delivered by
or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of
the Cayman Islands).
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2.2
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The Documents are, or will be, legal, valid, binding and enforceable against all relevant parties
in accordance with their terms under the laws of the State of New York (the "Relevant Law") and all other relevant
laws (other than, with respect to the Company, the laws of the Cayman Islands).
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2.3
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The choice of the Relevant Law as the governing law of the Documents has been made in good faith
and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other
relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the
laws of the Cayman Islands).
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2.4
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Copies of documents, conformed copies or drafts of documents provided to us are true and complete
copies of, or in the final forms of, the originals.
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2.5
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All signatures, initials and seals are genuine.
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2.6
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The capacity, power, authority and legal right of all parties under all relevant laws and regulations
(other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally
deliver and perform their respective obligations under the Documents.
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2.7
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No invitation has been or will be made by or on behalf of the Company to the public in the Cayman
Islands to subscribe for any of the Units, the Over-Allotment Units, the Warrants or the Ordinary Shares.
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2.8
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There is no contractual or other prohibition or restriction (other than as arising under Cayman
Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents.
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2.9
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No monies paid to or for the account of any party under the Documents or any property received
or disposed of by any party to the Documents in each case in connection with the Documents or the consummation of the transactions
contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined
in the Proceeds of Crime Law (2019 Revision) and the Terrorism Law (2018 Revision), respectively).
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2.10
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There is nothing under any law (other than the laws of the Cayman Islands) which would or might
affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.
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2.11
|
The Company will receive money or money's worth in consideration for the issue of the Ordinary
Shares and none of the Ordinary Shares were or will be issued for less than par value.
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Save as aforesaid we have not been instructed
to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion
letter.
Based upon, and subject to, the foregoing
assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of
the opinion that:
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3.1
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The Company has been duly incorporated as an exempted company with limited liability and is validly
existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.
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3.2
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The Ordinary Shares to be offered and issued by the Company as contemplated by the Registration
Statement have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set
out in the Registration Statement and in accordance with the terms set out in the Registration Statement, such Ordinary Shares
will be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been
entered in the register of members (shareholders).
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3.3
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The execution, delivery and performance of the Unit Certificates and the Warrant Documents have
been authorised by and on behalf of the Company and, once the Unit Certificates and the Warrant Documents have been executed and
delivered by any director or officer of the Company,
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the Unit Certificates and the Warrant Documents will be duly executed and
delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance
with their terms.
The opinions expressed above are subject
to the following qualifications:
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4.1
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The term "enforceable" as used above means that the obligations assumed by the
Company under the Documents are of a type which the courts of the Cayman Islands will enforce. It does not mean that those obligations
will necessarily be enforced in all circumstances in accordance with their terms. In particular:
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(a)
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enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment
of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;
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(b)
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enforcement may be limited by general principles of equity. For example, equitable remedies such
as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;
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(c)
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where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not
be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and
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(d)
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some claims may become barred under relevant statutes of limitation or may be or become subject
to defences of set off, counterclaim, estoppel and similar defences.
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4.2
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To maintain the Company in good standing with the Registrar of Companies under the laws of the
Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed
by law.
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4.3
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Under Cayman Islands law, the register of members (shareholders) is prima facie evidence
of title to shares and this register would not record a third party interest in such shares. However, there are certain limited
circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members
reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained
by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As
far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph
3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the
basis for an application for an order for rectification of the register of members of the Company, but if such an application were
made in respect of the Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
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4.4
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Except as specifically stated herein, we make no comment with respect to any representations and
warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter
or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter.
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4.5
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In this opinion letter, the phrase "non-assessable" means, with respect to the issuance
of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual
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arrangement, or
an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions
to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship
or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
We hereby consent to the filing of this
opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters"
in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
This opinion letter is addressed to you
and may be relied upon by you, your counsel and purchasers of Units pursuant to the Registration Statement. This opinion letter
is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder
Maples and Calder
LIV Capital Acquisition Corp.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
November 20, 2019
PO Box 309, Ugland
House
Grand Cayman
KY1-1104
Cayman Islands
LIV Capital Acquisition Corp. (the
"Company")
I, the undersigned, being a director of
the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain
aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective
meanings given to them in the Opinion. I hereby certify that:
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1
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The Memorandum and Articles remain in full force and effect and are unamended.
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2
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The Company has not entered into any mortgages or charges over its property or assets other than
those entered in the register of mortgages and charges of the Company.
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3
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The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including,
without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended,
varied or revoked in any respect.
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4
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The authorised share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary
shares of a par value US$0.0001 each, 20,000,000 Class B ordinary shares of a par value US$0.0001 each and 1,000,000 preference
shares of a par value US$0.0001 each. The issued share capital of the Company is 1,785,000 Class B ordinary shares, which have
been have been duly authorised and are validly issued as fully-paid and non-assessable.
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5
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The shareholders of the Company (the "Shareholders") have not restricted the powers
of the directors of the Company in any way.
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6
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The sole director of the Company at the date of the Resolutions was Alexander Roger Rossi, and
the directors of the Company as at the date of this certificate are as follows: Alexander Roger Rossi, Humberto Zesati González
and Miguel Ángel Dávila Guzmán.
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7
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The minute book and corporate records of the Company as maintained at its registered office in
the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions
filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof)
of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed
by written resolution or consent, as the case may be.
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8
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Prior to, at the time of, and immediately following the approval of the transactions the subject
of the Registration Statement the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or
will enter, into the transactions the subject of the Registration Statement for proper value and not with an intention to defraud
or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference.
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9
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Each director of the Company considers the transactions contemplated by the Registration Statement
to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose
of the Company, in relation to the transactions which are the subject of the Opinion.
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10
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To the best of my knowledge and belief, having made due inquiry, the Company is not the subject
of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps
to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver
been appointed over any of the Company's property or assets.
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11
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To the best of my knowledge and belief, having made due inquiry, there are no circumstances or
matters of fact existing which may properly form the basis for an application for an order for rectification of the register of
members of the Company.
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12
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The Registration Statement has been, or will be, authorised and duly executed and delivered by
or on behalf of all relevant parties in accordance with all relevant laws.
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13
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No invitation has been made or will be made by or on behalf of the Company to the public in the
Cayman Islands to subscribe for any of the Ordinary Shares.
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14
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The Ordinary Shares to be issued pursuant to the Registration Statement have been, or will be,
duly registered, and will continue to be registered, in the Company's register of members (shareholders).
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15
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The Company is not a central bank, monetary authority or other sovereign entity of any state and
is not a subsidiary, direct or indirect, of any sovereign entity or state.
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16
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There is no contractual or other prohibition or restriction (other than as arising under Cayman
Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents.
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I confirm that you may continue to rely
on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you
in writing personally to the contrary.
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Signature:
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/s/
Alexander Roger Rossi
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Name:
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Alexander Roger Rossi
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Title:
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Director
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New York
Northern California
Washington DC
São Paulo
London
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Paris
Madrid
Tokyo
Beijing
Hong Kong
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Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
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212 450 4000 tel
212 701 5800 fax
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Exhibit 5.2
November 20, 2019
LIV Capital Acquisition Corp.
Torre Virreyes
Pedregal No. 24, Piso 6-601
Col. Molino del Rey
México, CDMX, C.P. 11040
Ladies and Gentlemen:
LIV Capital Acquisition Corp., a Cayman Islands exempted company
(the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1
(the “Registration Statement”) and the related prospectus (the “Prospectus”) for the purpose
of registering under the Securities Act of 1933, as amended (the “Securities Act”), 6,900,000 units of the Company
(the “Units”), including 900,000 Units subject to the Underwriters’ (as defined below) over-allotment
option, as described in the Registration Statement. Each Unit consists of:
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(i)
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one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Shares”) for an aggregate
of up to 6,900,000 (including up to 900,000 Shares included in the Units subject to the Underwriters’ over-allotment option);
and
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(ii)
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one warrant (collectively, the “Warrants”), with each Warrant entitling the holder to purchase one Share,
for an aggregate of up to 6,900,000 Warrants (including up to 900,000 Warrants included in the Units subject to the Underwriters’
over-allotment option) to be issued under a warrant agreement (the “Warrant Agreement”) to be entered into by
the Company and Continental Stock Transfer & Trust Company, as Warrant Agent (the “Warrant Agent”),
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offered pursuant to the terms of an underwriting agreement (the
“Underwriting Agreement”) to be executed by the Company and EarlyBirdCapital, Inc., as representative of the
underwriters named therein (the “Underwriters”). To the extent that there are no additional Underwriters named
in the Underwriting Agreement other than EarlyBirdCapital, Inc., the term representative as used herein shall mean EarlyBirdCapital,
Inc., as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires.
We, as your counsel, have examined originals or copies of such
documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for
the purpose of rendering this opinion.
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LIV Capital Acquisition Corp.
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2
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November 20, 2019
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In rendering the opinions expressed herein, we have, without
independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii)
all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the
Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that
we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements
in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations
made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions
and qualifications set forth below, we advise you that, in our opinion:
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1.
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Each Unit, when such Unit has been delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting
Agreement, will be a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles
of general applicability.
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2.
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Each Warrant included in the Units, when such Unit has been delivered to and paid for by the Underwriters in accordance with
the terms of the Underwriting Agreement, will be a valid and binding agreement of the Company, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability.
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In connection with the opinions expressed above, we have assumed
that at or prior to the time of the delivery of any Units, (i) the Board of Directors of the Company shall have duly established
the terms of the Units and the Shares and the Warrants included therein and duly authorized the issuance and sale of the Units
and such authorization shall not have been modified or rescinded; (ii) the Company is, and shall remain, validly existing as a
corporation under the laws of the Cayman Islands; (iii) the Registration Statement shall have been declared effective and such
effectiveness shall not have been terminated or rescinded; (iv) the Warrant Agreement to be entered into in connection with the
Warrants has been duly authorized, executed and delivered by the Warrant Agent and the Company, and is a valid, binding and enforceable
agreement of each party thereto; and (v) there shall not have occurred any change in law affecting the validity or enforceability
of the Units or the Warrants included therein. We have also assumed that the (i) terms of any security whose terms are established
subsequent to the date hereof and the issuance, execution, delivery and performance by the Company of any such security (a) require
no action by or in respect of, or filing with, any governmental body, agency or official and (b) do not contravene, or constitute
a default under, any provision of applicable law or public policy or regulation or any judgment, injunction, order or decree or
any agreement or other instrument binding upon the Company and (ii) the Warrant Agreement will be governed by the laws of the State
of New York.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in
the Prospectus.
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LIV Capital Acquisition Corp.
|
3
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November 20, 2019
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In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
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By:
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/s/ Davis Polk &
Wardwell LLP
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Exhibit
10.1
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY
NOTE
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Principal
Amount: $150,000
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Dated
as of October 3, 2019
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LIV
Capital Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Maker”), promises
to pay to the order of LIVE Fund I Partners, L.P., or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of one hundred and fifty thousand U.S. dollars ($150,000) in lawful money of the United States of
America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately
available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written
notice in accordance with the provisions of this Note.
1.
Principal. The principal balance of this Note shall be payable on the earlier of: (i) March 31, 2020 or (ii) the date on
which Maker consummates an initial public offering of its securities. The principal balance may be prepaid at any time.
2.
Interest. No interest shall accrue on the unpaid principal balance of this Note.
3.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of
any late charges and finally to the reduction of the unpaid principal balance of this Note.
4.
Events of Default. The following shall constitute an event of default (“Event of Default”):
(a)
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5)
business days of the date specified above.
(b)
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days.
5.
Remedies.
(a)
Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b)
Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and
all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.
6.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
7.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may
be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
8.
Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i)
in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile
or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such
party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic
mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such
party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered
personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one
(1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
9.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF.
10.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
11.
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in
which the proceeds of the initial public offering (the “IPO”) conducted by the Maker (including the deferred
underwriting discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur prior
to the effectiveness of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus
to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account for any reason whatsoever.
12.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written
consent of the Maker and the Payee.
13.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto
(by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without
the required consent shall be void.
[Signature
page follows]
IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned
as of the day and year first above written.
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LIV CAPITAL ACQUISITION CORP.
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a
Cayman Islands exempted company
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By:
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/s/
Alexander Rossi
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Name:
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Alexander Rossi
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Title:
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Director
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[Signature
Page to Promissory Note]
Exhibit 10.2
[●], 2019
LIV Capital Acquisition Corp.,
c/o Torre Virreyes, Pedregal No. 24, Piso 6-601
Col. Molino del Rey,
México, CDMX, C.P. 11040
Re: Initial Public Offering
Ladies and Gentlemen:
This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and between LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and EarlyBirdCapital, Inc. (the “Representative”), as the representative of the several underwriters
(the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”)
of 6,900,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any)
(the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share
(the “Class A ordinary shares”), and one warrant (each, a “Warrant”). Each
Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall
apply to have the Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 10
hereof.
In order to induce the Company and the
Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted
limited partnership (the “Sponsor”), and the other undersigned persons (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:
1. The
Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination (as defined below),
then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in
favor of any proposed Business Combination and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder
approval.
2. The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
21 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in
accordance with the Company’s amended and restated memorandum and articles of association, the Sponsor and each Insider
shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds
therefor, redeem 100% of the Class A ordinary shares sold as part of the Units in the Public Offering (the
“Offering Shares”), at a per share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will
completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors,
dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any
amendment to the Company’s amended and restated memorandum and articles of association (a) that would affect the
ability of Public Shareholders to exercise redemption rights with respect to the Offering Shares or modify the substance or
timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a
Business Combination within 21 months from the closing of the Public Offering or (b) with respect to any other provision
relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public
Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per share price,
payable in
cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable),
divided by the number of then outstanding Offering Shares.
The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares (as defined below) held by
it. The Sponsor and each Insider hereby further waives, with respect to any Shares held by it, him or her, if any, any redemption
rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation, any
such rights available in the context of a shareholder vote to approve such Business Combination or in the context of a tender offer
made by the Company to purchase Class A ordinary shares (although the Sponsor and the Insiders shall be entitled to redemption
and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination
within 21 months from the date of the closing of the Public Offering or such later period approved by the Company’s shareholders
in accordance with the Company’s amended and restated memorandum and articles of association).
3. In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
equityholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever)
to which the Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent
public accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the
Company has discussed entering into a transaction agreement (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by
a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company
or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii)
such lesser amount per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets
as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the
Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a
waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity
of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event
that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the
extent of any liability for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel
of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the
Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.
4. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 900,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit,
at no cost, a number of Founder Shares in the aggregate equal to 225,000 multiplied by a fraction, (i) the numerator of which is
900,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 900,000.
All references in this Letter Agreement
to Founder Shares of the Company being forfeited shall take effect as surrenders for no consideration of such Founder Shares as
a matter of Cayman Islands law. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in
full by the Underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding Shares after
the Public Offering (assuming the Initial Shareholders do not purchase any units in the Public Offering and excluding the Representative
Shares). The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased,
the Company will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, immediately
prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Initial Shareholders prior
to the Public Offering at 20.0% of the Company’s issued and outstanding Shares upon the consummation of the Public Offering
(assuming the Initial Shareholders do not purchase any units in the Public Offering and excluding the Representative Shares). In
connection with such increase or decrease in the size of the Public Offering, then (A) the references to 900,000 in the numerator
and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number
of Class A ordinary shares included in the Units issued in the Public Offering and (B) the reference to 225,000 in the formula
set forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares that the Founder Shares
would
represent an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering (assuming the Initial
Shareholders do not purchase any units in the Public Offering and excluding the Representative Shares).
5. The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 6(a), 6(b) and
8 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party
shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the
event of such breach.
6. (a)
The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or Class A ordinary
shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial
Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A ordinary
shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
Company’s initial Business Combination or (y) the date following the completion of the Company’s initial Business Combination
on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction
that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property (the “Founder Shares Lock-up Period”).
(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Class A ordinary shares
issued or issuable upon the conversion or exercise of the Private Placement Warrants), until 30 days after the completion of a
Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).
(c) Notwithstanding
the provisions set forth in paragraphs 6(a) and 6(b), Transfers of the Founder Shares, Private Placement Warrants and Class A ordinary
shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares, are permitted
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s
immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate
of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private
sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than
the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the Company’s
completion of an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited partnership
agreement, as amended from time to time, upon dissolution of the Sponsor; or (h) in the event of the Company’s completion
of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the
Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property
subsequent to the completion of the Company’s initial Business Combination; provided, however, that, except in the case of
clause (f) or with the Company’s prior consent, these permitted transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.
7. The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company, if any (including any such information included
in the Prospectus), is true and accurate in all respects and does not omit any material information with respect to such Insider’s
background. The Sponsor and each Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects.
The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action
for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the
offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in
any securities and it, he or she is not currently a defendant in any such criminal proceeding.
8. Except
as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect
of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the
consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).
9. The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and,
as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer/and or director of the Company.
10. As
used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the Class A ordinary shares and the Class B ordinary shares; (iii) “Founder Shares”
shall mean the 1,725,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding immediately prior to the
consummation of the Public Offering; (iv) “Initial Shareholders” shall mean the Sponsor and any Insider
that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to
2,350,000 Class A ordinary shares of the Company (or 7,750,000
Class A ordinary shares if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate
purchase price of $7,000,000 in the aggregate (or $2,552,500 if the over-allotment option is exercised in full), or $1.00 per Warrant,
in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders”
shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean
the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; (viii) “Representative
Shares” shall mean the 60,000 Class B ordinary shares, par value $0.0001 per share, issued to the Representative
and outstanding immediately prior to the consummation of the Public Offering; and (ix) “Transfer” shall
mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, (the “Exchange Act”), and the rules and regulations of the Commission promulgated
thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause
(a) or (b).
11. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by the Sponsor and each Insider that is the subject of any such change, amendment modification or
waiver.
12. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor and each Insider and their respective successors, heirs and assigns and Permitted Transferees.
13. This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
14. This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
15. This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.
16. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.
17. Each
party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to
this Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall
be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice
obligations.
18. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not
consummated and closed by [March 31, 2020]; provided further that paragraph 3 of this Letter Agreement shall survive such liquidation.
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Sincerely,
LIV CAPITAL ACQUISITION SPONSOR, L.P.
Acting by its General Partner LIV GP Master, S.A.P.I. de C.V.
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By:
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Name:
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[●]
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Title:
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[●]
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Acknowledged and Agreed:
LIV CAPITAL ACQUISITION CORP.
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By:
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Name:
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[●]
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Title:
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Director
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[Signature Page - Letter Agreement]
Exhibit
10.3
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This Investment
Management Trust Agreement (this “Agreement”) is made effective as of [December [●], 2019], by and between
LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer
& Trust Company, a New York corporation (the “Trustee”).
WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-[●] (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), and one warrant, each warrant entitling the holder thereof to purchase one Ordinary Share (such initial public
offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the
U.S. Securities and Exchange Commission; and
WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with EarlyBirdCapital,
Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and
WHEREAS,
as described in the Prospectus, $60,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $69,000,000 if the Underwriters’ over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred
to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together
as the “Beneficiaries”); and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.
NOW THEREFORE,
IT IS AGREED:
1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the
Trustee that is reasonably satisfactory to the Company;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust
Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while on
deposit, the Trustee may earn bank credits or other consideration;
(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;
(e) Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completing
of the audit of the Company’s financial statements by the Company’s auditors;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;
(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;
(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer or Chairman of the board
of directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which
interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached
hereto as Exhibit B, less up to $100,000 of interest to pay
dissolution
expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which
is the later of (i) 21 months after the closing of the Offering and (ii) such later date as may be approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
interest (which interest shall be net of any taxes payable and less up to $100,000 of interest to pay dissolution expenses), shall
be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee
receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate
the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i),
the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to
the Public Shareholders;
(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property
requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other
income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method
of prompt payment, and the Company shall forward such payment to the relevant taxing authority, as applicable; provided,
however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall
liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution so
long as there is no reduction in the principal amount initially deposited in the Trust Account. The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have
no responsibility to look beyond said request;
(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Public Shareholders of record as of such date the amount requested
by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (i) that would
affect the ability of holders of public Ordinary Shares to exercise redemption rights or modify the substance or timing of the
Company’s obligation to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business
Combination within such time as is described in the Company’s amended and restated memorandum and articles of association
or (ii) with respect to any other
provision
relating to shareholders’ rights or pre-initial Business Combination activity; and
(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j)
or 1(k) above.
2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:
(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer or Chairman of the
Board. In addition, except with respect to its duties under Sections 1(i), 1(j) and
1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal
or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons
authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;
(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all out-of-pocket
expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action
taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim,
or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld
or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which
such consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel;
(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee
and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other
fees or charges of the Trustee except as set
forth
in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;
(d) In
connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder
meeting verifying the vote of such shareholders regarding such Business Combination;
(e) Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same; and
(f) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement.
3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:
(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;
(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall
have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct;
(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or
willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but
also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with
reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by
any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;
(g) Verify
the accuracy of the information contained in the Registration Statement;
(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;
(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;
(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but
not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or
(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) and 1(k) hereof.
4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue
such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the
Trust Account.
5. Termination.
This Agreement shall terminate as follows:
(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to
locate
a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate;
provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or
(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 2(b); or
(c) If
the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received
by the Trustee from the Company or LIV Capital Acquisition Sponsor, L.P. for purposes of funding the Trust Account shall be promptly
returned to the Company or LIV Capital Acquisition Sponsor, L.P., as applicable.
6. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to
funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.
(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1(j) and 1(k) hereof (which sections may not
be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding Ordinary Shares
and Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single class; provided that
no such amendment will affect any Public Shareholder who has otherwise indicated his, her or its election to redeem his, her or
its Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof
may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties
hereto.
(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO
THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
by electronic mail or by facsimile transmission:
if to the Trustee,
to:
Continental Stock Transfer
& Trust Company
One State Street, 30th
Floor
New York, NY 10004
Attn: Francis Wolf and
Celeste Gonzalez
Email: fwolf@continentalstock.com
cgonzalez@continentalstock.com
if to the Company,
to:
LIV Capital Acquisition
Corp.
Torre Virreyes, Pedregal
No. 24, Piso 6-601
Col. Molino del Rey
México, CDMX, C.P. 11040
Attn: Mariana Romero
and Rodrigo Gamero
Email: mromero@livcapital.mx
rgamero@livcapital.mx
in each case, with
copies to:
Davis Polk &
Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attn: Derek J. Dostal,
Esq.
Email: derek.dostal@davispolk.com
and
EarlyBirdCapital, Inc.
366 Madison Avenue, 8th
Floor
New York, NY 10017
Attn.: Steven Levine
and Mauro Conijeski
Email: slevine@ebcap.com
mconijeski@ebcap.com
and
Graubard Miller
405 Lexington Avenue,
11th Floor
New York, NY 10174
Attn: David
Miller, Esq. and Jeffrey M. Gallant, Esq.
Email: DMiller@graubard.com
JGallant@graubard.com
(f) This
Agreement may not be assigned by the Trustee without the prior consent of the Company.
(g) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.
(h) This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(i) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.
(j) Each
of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third
party beneficiary of this Agreement.
(k) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.
[Signature
Page Follows]
IN WITNESS
WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
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By:
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Name:
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Title:
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LIV CAPITAL ACQUISITION CORP.
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By:
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Name:
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Title:
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[Signature
Page to Investment Management Trust Agreement]
SCHEDULE
A
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Fee
Item
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Time
and method of payment
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Amount
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Initial acceptance fee
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Initial closing of Offering by wire transfer
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$3,500
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Trustee administration fee
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First year, initial closing of Offering by wire transfer; thereafter on the anniversary
of the effective date of the Offering by wire transfer or check
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$10,000
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Transaction processing fee for disbursements to Company under Sections 1(i),
1(j) and 1(k)
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Deduction by Trustee from accumulated income following disbursement made to Company under
Section 1
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$250.00
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Paying Agent services as required pursuant to Sections 1(i)
and 1(k)
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Billed to Company upon delivery of service pursuant to Sections 1(i)
and 1(k)
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Prevailing rates
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EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
Continental Stock Transfer &
Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste
Gonzalez
Re: Trust Account No. Termination
Letter
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement
between LIV Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [·], 2019 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [·]
(the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time
as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the
Trust Account and to transfer the proceeds into a segregated account held by you on behalf of the Beneficiaries to the effect
that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the
account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the
funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will
earn no interest or dividends.
On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the
“Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer
or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s
shareholders, if a vote is held and (b) joint written instruction signed by the Company and EarlyBirdCapital, Inc., with respect
to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may
not be liquidated
by the Consummation
Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds
should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all
the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated.
In the event
that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c)
of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such written instruction
as soon thereafter as possible.
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Very truly yours,
LIV Capital Acquisition
Corp.
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By:
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Name:
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Title:
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Agreed and acknowledged by:
EarlyBirdCapital, Inc.
EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
Continental Stock Transfer &
Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste
Gonzalez
Re: Trust Account No. Termination
Letter
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement
between LIV Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [·], 2019 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time
frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.
In accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer
the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders.
The Company has selected [·] as the effective date for the purpose of determining
when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent
of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public
Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association
of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(i) of the Trust Agreement.
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Very truly yours,
LIV Capital Acquisition
Corp.
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By:
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Name:
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Title:
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cc: EarlyBirdCapital, Inc.
EXHIBIT
C
[Letterhead
of Company]
[Insert
date]
Continental Stock Transfer &
Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste
Gonzalez
Re: Trust Account No. Tax
Payment Instruction
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement
between LIV Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [·], 2019 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $[·] of the interest
income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set
forth in the Trust Agreement.
The Company
needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
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Very truly yours,
LIV Capital Acquisition
Corp.
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By:
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Name:
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Title:
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cc: EarlyBirdCapital, Inc.
EXHIBIT
D
[Letterhead
of Company]
[Insert
date]
Continental Stock Transfer &
Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste
Gonzalez
Re: Trust Account No. Shareholder
Redemption Withdrawal Instruction
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(k) of the Investment Management Trust Agreement
between LIV Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [·], 2019 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·]
of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf
of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company
needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company
in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum
and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of
its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or
(ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity.
As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter.
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Very truly yours,
LIV Capital Acquisition
Corp.
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By:
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Name:
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Title:
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cc: EarlyBirdCapital, Inc.
Exhibit
10.4
REGISTRATION
RIGHTS AGREEMENT
THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2019, is made and entered into by and among
LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), LIV Capital Acquisition
Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), EarlyBirdCapital, Inc.
(the “Representative”, and the Sponsor, the Representative, together with any other parties listed on
the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2
of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
RECITALS
WHEREAS,
the Sponsor and certain other Holders (if any) collectively own an aggregate of 1,725,000 Class B ordinary shares, par value $0.0001
per share (the “Founder Shares”), of the Company, issued prior to the date hereof in a private placement
and pursuant to certain transfers;
WHEREAS,
the Founder Shares will automatically convert into the Company’s Class A ordinary shares, par value $0.0001 per share (the
“Ordinary Shares”), at the time of the initial Business Combination on a one-for-one basis, subject
to adjustment, on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association,
as may be amended from time to time;
WHEREAS,
up to an aggregate of 225,000 Founder Shares are subject to forfeiture by the Sponsor if the over-allotment option in connection
with the Company’s initial public offering is not exercised in full;
WHEREAS,
on [●], 2019, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement, pursuant to which
the Sponsor agreed to purchase 2,350,000 warrants (or up to 2,552,500
warrants if the over-allotment option in connection with the Company’s initial public offering is exercised in full) (the
“Private Placement Warrants”), in a private placement transaction occurring simultaneously with the
closing of the Company’s initial public offering, each Private Placement Warrant entitling the holder thereof to purchase
one Ordinary Share at a price of $11.50;
WHEREAS,
the Representative owns an aggregate of 60,000 Class B ordinary shares, par value $0.0001 per share (the “Representative
Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;
WHEREAS,
the Representative Shares will automatically convert into Ordinary Shares at the time of the initial Business Combination on a
one-for-one basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated memorandum
and articles of association, as may be amended from time to time; and
WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:
ARTICLE
I
DEFINITIONS
1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective
meanings set forth below:
“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or any principal financial officer of the Company, after consultation with counsel to
the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration
Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were
not being filed and (iii) the Company has a bona fide business purpose for not making such information public.
“Agreement”
shall have the meaning given in the Preamble.
“Board”
shall mean the Board of Directors of the Company.
“Business
Combination” shall mean any merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or other similar business combination with one or more businesses, involving the Company.
“Commission”
shall mean the Securities and Exchange Commission.
“Company”
shall have the meaning given in the Preamble.
“Demand
Registration” shall have the meaning given in subsection 2.1.1.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form
S-1” shall have the meaning given in subsection 2.1.1.
“Form
S-3” shall have the meaning given in subsection 2.3.
“Founder
Shares” shall have the meaning given in the Recitals hereto.
“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares (including the Ordinary Shares issued or issuable
upon conversion of any Founder Shares), the period ending on the earlier of (A) one year after the completion of the Company’s
initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last reported sale
price of Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, rights issuances,
subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing
at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation,
merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s public
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
“Holders”
shall have the meaning given in the Preamble.
“Insider
Letter” shall mean that certain letter agreement, dated as of [●], 2019, by and among the Company, the Sponsor,
and each of the Company’s officers, directors and director nominees.
“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.
“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus,
in the light of the circumstances under which they were made) not misleading.
“Ordinary
Shares” shall have the meaning given in the Recitals hereto.
“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period,
as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company and to any
transferee thereafter.
“Piggyback
Registration” shall have the meaning given in subsection 2.2.1.
“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers
of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the
exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement
Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business
Combination.
“Private
Placement Warrants” shall have the meaning given in the Recitals hereto.
“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable
Security” shall mean (a) the Founder Shares (including the Ordinary shares issued or issuable upon conversion of
any Founder Shares), (b) the Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of
any such Private Placement Warrants), (c) the Representative Shares (including the Ordinary Shares issued or issuable upon conversion
of the Representative Shares), (d) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares
issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement,
(e) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of
the Company issuable upon
conversion of any working capital
loans in an amount up to $1,500,000 made to the Company by a Holder, and (f) any other equity security of the Company issued or
issuable with respect to any such Ordinary Share by way of a share capitalization or share subdivision or in connection with a combination
of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular
Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect
to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise
transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act;
(C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule
144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume
or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in
a public distribution or other public securities transaction.
“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement
becoming effective.
“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A)
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;
(B)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the
Underwriters in connection with blue sky qualifications of Registrable Securities);
(C)
printing, messenger, telephone and delivery expenses;
(D)
reasonable fees and disbursements of counsel for the Company;
(E)
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and
(F)
reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities
to be registered for offer and sale in the applicable Registration.
“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.
“Requesting
Holder” shall have the meaning given in subsection 2.1.1.
“Representative”
shall have the meaning given in the Recitals hereto.
“Representative
Shares” shall have the meaning given in the Recitals hereto.
“Representative
Shares Lock-up Period” shall mean, with respect to the Representative Shares that are held by the Representative,
the period ending 30 days after the completion of the Company’s initial Business Combination.
“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.
“Sponsor”
shall have the meaning given in the Recitals hereto.
“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.
“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
ARTICLE
II
REGISTRATIONS
2.1 Demand
Registration.
2.1.1
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof,
at any time and from time to time on or after the date the Company consummates the initial Business Combination, the Sponsor may
make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the
amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written
demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt
of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration
pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities
in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5)
days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification
from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included
in a Registration pursuant to a Demand Registration and the Company shall (i) file a Registration Statement in respect of all
Registrable Securities requested by the Sponsor and Requesting Holder(s) pursuant such Demand Registration, not more than forty
five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) shall effect the registration
thereof as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect more than an aggregate
of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all
Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any
similar long-form registration statement that may be available at such time (“Form S-1”) has become
effective and all of the Registrable Securities requested
by
the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance
with Section 3.1 of this Agreement.
2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other
part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i)
the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been
declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect
thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering
of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order
or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect
to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) the Sponsor thereafter affirmatively elects to continue with such Registration
and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further,
that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that
has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently
terminated.
2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4
hereof, if the Sponsor so advises the Company as part of its Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of the Sponsor or Requesting
Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation
in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to
the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering
under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the Sponsor.
2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration
pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor and the Requesting Holders (if any) in writing
that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell,
taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares,
if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights
held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that
can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if any) (pro rata based on the respective
number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested be included in such Underwritten
Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included
in such Underwritten Registration) that can be sold without exceeding the Maximum Number
of
Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i),
the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated
to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without
exceeding the Maximum Number of Securities.
2.1.5
Demand Registration Withdrawal. The Sponsor or a majority-in-interest of the Requesting Holders (if any), pursuant
to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such
Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection
with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.
2.2 Piggyback Registration.
2.2.1
Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company
proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities
or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account
of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant
to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share
option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders,
(iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan,
then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as
practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall
(A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the
name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing
within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration
on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale
or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such
Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the Company.
2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration
that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating
in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell,
taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual
arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities
as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares,
if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of
other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(a)
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A)
first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the
Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each
Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as
to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders
of the Company, which can be sold without exceeding the Maximum Number of Securities; and
(b)
If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then
the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such
requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder
has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders
have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the
Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company
is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold
without exceeding the Maximum Number of Securities.
2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a
Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
Statement filed with the
Commission
with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request
for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with
the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred
in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section
2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section
2.1 hereof.
2.3 Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request
in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the
Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short-form registration
statement that may be available at such time (“Form S-3”); provided, however, that the
Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s
receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall
promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each
Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder
of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s
initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such
Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable
Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder
or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant
to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable
Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration,
propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less
than $1,000,000.
2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the
Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after
the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders
prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ,
in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have
requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to
firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to
the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such
time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that
in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be
filed in the near future and
that
it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right
to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not
defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained
in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect
to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-up Period, the Private
Placement Lock-up Period, or the Representative Shares Lock-up Period, as the case may be.
ARTICLE
III
COMPANY PROCEDURES
3.1 General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to
effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit
the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as possible:
3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;
3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such
supplements to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities
registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold
in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge
to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’
legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included
in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders
of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate
the disposition of the Registrable Securities owned by such Holders;
3.1.4
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in
the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended
plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the
business
and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders
of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities
in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general
service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar
securities issued by the Company are then listed;
3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than
the effective date of such Registration Statement;
3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof,
of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation
or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any
stop order or to obtain its withdrawal if such stop order should be issued;
3.1.8
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to
such Registration Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities or its counsel;
3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under
the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement,
as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4
hereof;
3.1.10
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders
or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and
cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative,
Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives
or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to
the release or disclosure of any such information;
3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event
of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;
3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such
date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent
or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the
Registration
in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request
and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in
interest of the participating Holders;
3.1.13
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing Underwriter of such offering;
3.1.14
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of
at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective
date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any successor rule promulgated thereafter by the Commission);
3.1.15
If the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $10,000,000,
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by
the Holders, in connection with such Registration.
3.2
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such
as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in
the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing
the Holders.
3.3
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees
to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii)
completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements
and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
3.4
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement
or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that
the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice),
or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial
effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company
to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable
to the Company for reasons beyond the Company’s control, the Company may,
upon
giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by
the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the
Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating
to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify
the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.
3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it
shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections
13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The
Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver
to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
3.6 Requirements
for Participation in Underwritten Offerings and Limitations on Registration Rights. No person may participate in any
Underwritten Offering for equity securities of the Company pursuant to a registration initiated by the Company hereunder
unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements
approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities,
lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of
such underwriting arrangements. Notwithstanding anything herein to the contrary, (i) the Representative may not exercise its
rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years after the effective date of the Registration
Statement relating to the Company’s initial public offering, respectively, and (ii) the Representative may not exercise
its rights under Section 2.1 more than one time.
ARTICLE
IV
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and
directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims,
damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material
fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by
such Holder expressly for use
therein.
The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within
the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the
Holder.
4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder
shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors
and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue
statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof
or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so
furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify
shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of
Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their
officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to indemnification of the Company.
4.1.3
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.
4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall
survive the transfer of securities. The Company and each Holder of Registrable Securities
participating
in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such
party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.
4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable
or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred
to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified
party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and
opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection
4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise
to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall
be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and
4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with
any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to
this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does
not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant
to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE
V
MISCELLANEOUS
5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram
or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on
which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram
or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at
such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be
addressed, if to the Company, to: Torre Virreyes, Pedregal No. 24, Piso 6-601, Col. Molino del Rey, México, CDMX, 11040,
Attention: Chief Financial Officer, and, if to any Holder, at such Holder’s address or facsimile number as set forth in
the Company’s books and records. Any party may change its address for notice at any time and from time to time by written
notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such
notice as provided in this Section 5.1.
5.2 Assignment; No Third Party Beneficiaries.
5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the
Company in whole or in part.
5.2.2
Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, or the Representative
Shares Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations
under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a
Permitted Transferee, but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this
Agreement and other applicable agreements.
5.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and
its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.
5.2.4
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly
set forth in this Agreement and Section 5.2 hereof.
5.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon
or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in
Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the
Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of
joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null
and void.
5.3
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts),
each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which
need be produced.
5.4
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK
AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND (II) THE VENUE
FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW
YORK.
EACH PARTY
HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH
OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
5.5
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in
interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions
set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely
in his, her or its capacity as a holder of the shares of the Company, in a manner that is materially different from the other
Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the
Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or
remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial
exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other
rights or remedies hereunder or thereunder by such party.
5.6
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable
Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities
of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any
other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement
or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this
Agreement, the terms of this Agreement shall prevail.
5.7
Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement
or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in
no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor
rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable
Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on
the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive
any termination.
[SIGNATURE
PAGES FOLLOW]
IN WITNESS
WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
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LIV CAPITAL ACQUISITION CORP.
Cayman Islands exempted
company
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By:
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Name:
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Title:
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HOLDERS:
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LIV CAPITAL ACQUISITION SPONSOR, L.P.,
a Cayman Islands exempted limited partnership
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Acting by LIV GP Master, S.A.P.I. de C.V., its General Partner
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By:
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Name:
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Title:
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EARLYBIRDCAPITAL, INC.,
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By:
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Name:
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Title:
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[Signature
Page - Registration Rights Agreement]
Exhibit 10.5
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this
“Agreement”), effective as of October 4, 2019, is made and entered into by and between LIV Capital Acquisition Corp.,
a Cayman Islands exempted company (the “Company”), and LIVE Fund I Partners L.P., an Ontario limited partnership (the
“Buyer”).
RECITALS:
WHEREAS, the Buyer wishes to subscribe
for an aggregate of 1,725,000 Class B ordinary shares (the “Shares”), par value $0.0001 per share, of the Company,
and the Company wishes to issue the Shares to the Buyer, on the terms and subject to the conditions set forth in this Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration
of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
The terms defined in this Article I
shall have for all purposes of this Agreement the respective meanings set forth below:
“Agreement” shall have the meaning
set forth in the preamble to this Agreement.
“Buyer” shall have the meaning
set forth in the preamble to this Agreement.
“Class B ordinary shares” shall
have the meaning set forth in the recitals to this Agreement.
“Closing” shall have the meaning
set forth in Section 2.3 of this Agreement.
“Closing Date” shall have the
meaning set forth in Section 2.3 of this Agreement.
“Company” shall have the meaning
set forth in the preamble to this Agreement.
“Consent” means any consent,
approval, notification, waiver, or other similar action that is necessary or convenient.
“Governmental Body” shall mean
any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization
or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body
exercising similar powers or authority.
“Law” shall mean any law (statutory,
common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated
or applied by any Governmental Body.
“Lien” shall mean a mortgage,
deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without
limitation, any lien for taxes), security interest, preference, participation interest, priority or security agreement or preferential
arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement,
any financing lease having substantially the same economic effect as any of the foregoing and the filing of any document under
the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics’ or other Liens
incurred in the Company’s ordinary course of business or (ii) Liens for taxes incurred but not yet due.
“Order” shall mean an order,
ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of
any Governmental Body or arbitrator.
“Permit” shall mean a permit,
license, certificate, waiver, notice or similar authorization.
“Purchase Price” shall have
the meaning set forth in Section 2.2 of this Agreement.
“SEC” shall mean the United
States Securities and Exchange Commission.
“Securities Act” shall mean
the United States Securities Act of 1933, as amended, or any successor federal statute, and the applicable rules and regulations
promulgated and in effect from time to time thereunder.
“Shares” shall have the meaning
set forth in the recitals to this Agreement.
ARTICLE II
PURCHASE OF THE SHARES
Section 2.1 Purchase and Sale of the
Shares. Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained
or incorporated by reference herein, simultaneous with the execution hereof, the Company shall issue to the Buyer, and the Buyer
shall subscribe for the Shares, in consideration of the payment of the Purchase Price noted herein.
Section 2.2 Purchase Price. As payment
in full for the Shares being purchased under this Agreement and against issue of such Shares, simultaneous with the execution hereof,
the Buyer shall pay $25,000 on behalf of and at the direction of the Company by wire transfer of immediately available funds or
by such other method as may be reasonably acceptable to the Company (the “Purchase Price”).
Section 2.3 Closing. The closing
of the purchase and sale of the Shares (the “Closing”) shall be held on the date of this Agreement (“Closing
Date”) at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, or such other place
as may be agreed upon by the parties hereto.
Section 2.4 Closing Deliveries. All
actions taken at the Closing shall be deemed to have been taken simultaneously.
(a) Buyer Deliveries. At the Closing
the Buyer shall deliver to the Company the Purchase Price.
(b) Company Deliveries. At the Closing,
or within a reasonable time after the Closing, the Company shall issue to the Buyer the Shares and make the necessary entries in
the Register of Members of the Company.
Section 2.5 Further Assurances. The
parties hereto shall execute and deliver such additional documents and take such additional actions as any party reasonably may
deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement.
Section 2.6 Legend. Any certificate
evidencing the Shares and any certificate issued in exchange for or upon the transfer of any Shares shall be stamped or otherwise
imprinted with a legend in substantially the following form:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY
NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE SPONSOR. COPIES OF
SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants that the
statements contained in this ARTICLE III are correct and complete as of the date of this Agreement.
Section 3.1 Organization and Good Standing.
The Buyer is a limited partnership duly organized, validly existing, and in good standing under the laws of the province of Ontario.
Section 3.2 Power and Authority; Enforceability.
This Agreement constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with
its terms. The Buyer has full entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
The Buyer has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations
hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered
by, and is enforceable against, the Buyer.
Section 3.3 Investment Representations.
(a) The Buyer is an “accredited investor”
as defined in Rule 501 of Regulation D under the Securities Act.
(b) The Buyer has received, has thoroughly
read, is familiar with and understands the contents of this Agreement.
(c) The Buyer hereby acknowledges that an
investment in the Shares involves certain significant risks. The Buyer acknowledges that there is a substantial risk that it will
lose all or a portion of its investment and that it is financially capable of bearing the risk of such investment for an indefinite
period of time. The Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear
the risk of that investment for an indefinite period. The Buyer understands that there presently is no public market for the Shares
and none is anticipated to develop in the foreseeable future. The Buyer’s present financial condition is such that the Buyer
is under no present or contemplated future need to dispose of any portion of the Shares subscribed for hereby to satisfy any existing
or contemplated undertaking, need or indebtedness. The Buyer’s overall commitment to investments which are not readily marketable
is not disproportionate to its net worth and the investment in the Company will not cause such overall commitment to become excessive.
(d) The Buyer acknowledges that the Shares
have not been and will not be registered under the Securities Act, or any state securities act, and are being sold on the basis
of exemptions from registration under the Securities Act and applicable state securities acts, except those state securities acts
that require registration of the Shares thereunder. Reliance on such exemptions, where applicable, is predicated in part on the
accuracy of the Buyer’s representations and warranties set forth herein. The Buyer acknowledges and hereby agrees that the
Shares will not be transferable under any circumstances unless the Buyer either registers the Shares in accordance with federal
and state securities laws or finds and complies with an available exemption under such laws. Accordingly, the Buyer hereby acknowledges
that there can be no assurance that it will be able to liquidate its investment in the Company.
(e) There are substantial risk factors pertaining
to an investment in the Company. The Buyer acknowledges that it has read the information set forth above regarding certain of such
risks and is familiar with the nature and scope of all such risks, including, without limitation, risks arising from the fact that
the Company is an entity with
limited operating history and financial
resources; and the Buyer is fully able to bear the economic risks of such investment for an indefinite period, and can afford a
complete loss thereof.
(f) The Buyer has been given the opportunity
to (i) ask questions of and receive answers from the Company and its designated representatives concerning the terms and conditions
of the offering, the Company and the business and financial condition of the Company and (ii) obtain any additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to assist the Buyer in evaluating
the advisability of the purchase of the Shares and an investment in the Company. The Buyer further represents and warrants that,
prior to signing this Agreement, it has asked such questions, received such answers and obtained such information as it has deemed
necessary or advisable to evaluate the merits and risks of the purchase of the Shares and an investment in the Company. The Buyer
is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects.
(g) The Buyer understands that no federal,
state or other governmental authority has made any recommendation, findings or determination relating to the merits of an investment
in the Company.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 4.1 Incorporation and Good Standing.
The Company is an exempted company duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands.
Section 4.2 Power and Authority; Enforceability.
This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance
with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations
hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and
delivered by, and is enforceable against, the Company.
Section 4.3 No Violation; Necessary Approvals.
Neither the execution and delivery of this Agreement by the Company, nor the consummation or performance by the Company of any
of the transactions contemplated hereby, will: (a) with or without notice or lapse of time, constitute, create or result in a breach
or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under
any Law, Order, contract or Permit to which the Company is a party or by which it is bound or any of its assets are subject, or
any provision of the Company’s organizational documents as in effect on the Closing Date, (b) result in the imposition of
any lien, claim or encumbrance upon any assets owned by the Company; (c) require any Consent under any contract or organizational
document to which the Company is a party or by which it is bound; or (d) require any Permit under any Law or Order other than (i)
required filings, if any, with the SEC and (ii) notifications or other filings with state or federal regulatory agencies after
the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions
contemplated hereunder; or (e) trigger any rights of first refusal, preferential purchase or similar rights with respect to any
of the Shares.
Section 4.4 Authorization of the Shares.
The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued,
fully paid and non-assessable Class B ordinary shares of the Company and will be free and clear of all Liens and claims, other
than restrictions on transfer imposed by the Securities Act and applicable state securities laws.
ARTICLE V
MISCELLANEOUS
Section 5.1 Entire Agreement. This
Agreement, together with any certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby.
Section 5.2 Successors. All of the
terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the
benefit of and are enforceable by, the parties hereto and their respective successors.
Section 5.3 Assignments. Except as
otherwise provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of the other party. Any purported assignment in violation of this Section 5.3 shall be
void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
Section 5.4 Waiver of Jury Trial.
THE PARTIES HERETO EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND
THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS
THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO TRIAL BY A COURT.
Section 5.5 Counterparts. This Agreement
may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument.
Section 5.6 Headings. The article
and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.
Section 5.7 Governing Law. This Agreement,
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute,
law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware,
without giving effect to its choice of laws principles.
Section 5.8 Amendments. This Agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
Section 5.9 Severability. The provisions
of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity
or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto
or to any circumstance, is adjudged by a Governmental Body, arbitrator, or mediator not to be enforceable in accordance with its
terms, the parties hereto agree that the Governmental Body, arbitrator, or mediator making such determination will have the power
to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words
or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.
Section 5.10 Expenses. Except as
otherwise expressly provided in this Agreement, each party hereto will bear its own costs and expenses incurred in connection with
the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including
all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.
Section 5.11 Construction. The parties
hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will
arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any
federal, state, local, or foreign Law will be deemed also to refer to Law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will
be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa,
unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract
from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
Section 5.12 Waiver. No waiver by
any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may
be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect
in any way any rights arising because of any prior or subsequent occurrence.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned
have executed this Agreement to be effective as of the date first set forth above.
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COMPANY:
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LIV CAPITAL ACQUISITION CORP.
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By:
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/s/ Alexander Rossi
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Name:
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Alexander Rossi
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Title:
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Director
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BUYER:
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LIVE FUND I PARTNERS L.P.
By: LIVE Fund I Partners GP, LLC, its general partner
By: Latin Idea Holdings, LLC, its sole member and manager
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By:
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/s/ Humberto Zesati
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Name:
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Humberto Zesati
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Title:
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Member
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Exhibit
10.6
SPONSOR
WARRANTS PURCHASE AGREEMENT
THIS SPONSOR
WARRANTS PURCHASE AGREEMENT, dated as of December [●], 2019 (as it may from time to time be amended, this “Agreement”),
is entered into by and between LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
WHEREAS:
The Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each
unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”),
and one warrant;
Each whole
warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and
The Purchaser
has agreed to purchase an aggregate of 2,350,000 warrants (or
up to 2,552,500 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the “Sponsor
Warrants”), each Sponsor Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50
per Ordinary Share.
NOW THEREFORE,
in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1.
Authorization, Purchase and Sale; Terms of the Sponsor Warrants.
(a)
Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants
to the Purchaser.
(b)
Purchase and Sale of the Sponsor Warrants.
(i)
On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the
Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, 2,350,000 Sponsor
Warrants at a price of $1.00 per warrant for an aggregate purchase price of $2,350,000
(the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company
at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial
Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to
the Company, the
Company,
at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s
name to the Purchaser or effect such delivery in book-entry form.
(ii)
On the date of any consummation of the closing of the over-allotment option in connection with the Public Offering or on
such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment
Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to
herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, up to an aggregate of 202,500 Sponsor Warrants, in the same proportion as the amount of the option that is then
so exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $202,500 (if the over-allotment option
in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall
be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing Date
in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser
of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its
option, deliver a certificate to the Purchaser evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s
name or effect such delivery in book-entry form.
(c)
Terms of the Sponsor Warrants.
(i)
Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent, in connection with the Public Offering (a “Warrant Agreement”), and shall be subject to the terms of
a letter agreement, dated as of the date hereof, to be entered into by the Company, the Purchaser and the other parties thereto,
in connection with the Public Offering.
(ii)
At the time of, or prior to, the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights
agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration
rights to the Purchaser relating to the Sponsor Warrants and the Ordinary Shares underlying the Sponsor Warrants.
Section 2.
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement
and purchase the Sponsor Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties
shall survive each Closing Date) that:
(a)
Organization and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in
good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure
to
so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets
of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated
by this Agreement and the Warrant Agreement.
(b)
Authorization; No Breach.
(i)
The execution, delivery and performance of this Agreement and the Sponsor Warrants have been duly authorized by the Company
as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance
with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement,
the Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms
as of each Closing Date.
(ii)
The execution and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor
Warrants, the issuance of the Ordinary Shares upon exercise of the Sponsor Warrants and the fulfillment, of and compliance with,
the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (A) conflict with or result
in a breach of the terms, conditions or provisions of, (B) constitute a default under, (C) result in the creation of any lien,
security interest, charge or encumbrance upon the Company’s share capital or assets under, (D) result in a violation of,
or (E) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to, the amended and restated memorandum and articles of association
of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or
any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to
which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
(c)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, and registration in the register
of members of the Company, the terms hereof and the Warrant Agreement, the Ordinary Shares issuable upon exercise of the Sponsor
Warrants will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant
to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Sponsor Warrants and the Ordinary Shares
issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any kind, other than
(i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal
and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
(d)
Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with
the
execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.
Section 3.
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement
and issue and sell the Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:
(a)
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement.
(b)
Authorization; No Breach.
(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms,
conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.
(c)
Investment Representations.
(i)
The Purchaser is acquiring the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Ordinary Shares issuable
upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”).
(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set
forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iv)
The Purchaser decided to enter into this Agreement not as a result of any general solicitation or general advertising within
the meaning of Rule 502(c) under the Securities Act.
(v)
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been
afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that
its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it
has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.
(vi)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in
the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act
or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) in a registered transaction
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands
that the Securities and Exchange Commission (the “SEC”) has taken the position that promoters or affiliates
of a blank check company and their transferees, both before and after a “business combination”, are deemed to be “underwriters”
under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant
to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements
of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the
registration requirements of the Securities Act.
(viii)
The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.
Section 4.
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor
Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
(a)
Representations and Warranties. The representations and warranties of the Company contained in Section
2 shall be true and correct at and as of such Closing Date as though then made.
(b)
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or before such Closing Date.
(c)
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.
(d)
Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory
to the Purchaser.
Section 5.
Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
(a)
Representations and Warranties. The representations and warranties of the Purchaser contained in Section
3 shall be true and correct at and as of such Closing Date as though then made.
(b)
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.
(c)
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.
(d)
Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory
to the Company.
Section 6.
Termination. This Agreement may be terminated at any time after [●], 2020 upon the election by either the
Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to
such date.
Section 7.
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive
each Closing Date.
Section 8.
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms
in the registration statement on Form S-1 the Company has filed with the SEC, under the Securities Act.
Section 9.
Miscellaneous.
(a)
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of
the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties
may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.
(b)
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
(c)
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain
the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.
(d)
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement
shall be by way of example rather than by limitation.
(e)
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and
for all purposes shall be construed in accordance with the internal laws of the State of New York.
(f)
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written
instrument executed by all parties hereto.
[Signature
Page Follows]
IN WITNESS
WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
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COMPANY:
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LIV CAPITAL ACQUISITION CORP.
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By:
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Name:
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Title:
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PURCHASER:
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LIV CAPITAL ACQUISITION SPONSOR, L.P.
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Acting by LIV GP Master, S.A.P.I. de C.V., its General Partner
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By:
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Name:
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Title:
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[Signature Page - Sponsor Warrants Purchase
Agreement]
Exhibit
10.7
FORM
OF INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT
(this “Agreement”) is made as of [●], 2019, by and between LIV Capital Acquisition Corp., a Cayman
Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
RECITALS
WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers
or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against
inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;
WHEREAS, the Board of
Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its Subsidiaries (as defined below) from certain liabilities;
WHEREAS, while the Amended
and Restated Memorandum and Articles of Association of the Company provide for the indemnification of the officers and directors
of the Company, Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law, and the Amended
and Restated Memorandum and Articles of Association provide that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers
and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;
WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board has
determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the
Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of
such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold
harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the
Amended and Restated Memorandum and Articles of Association of the Company so that they will serve or continue to serve the Company
free from undue concern that they will not be so protected against liabilities;
WHEREAS, this Agreement
is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association of the Company and any
resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder; and
WHEREAS, Indemnitee may
not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in
such capacity, and Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the
Company on the condition that he or she be so indemnified.
NOW, THEREFORE, in consideration
of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS
AND CONDITIONS
1. SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue
to serve as an officer, director, advisor, key employee or any other capacity of the Company, as applicable, for so long as Indemnitee
is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The
foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director,
officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17.
This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to
the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
2. DEFINITIONS.
As used in this Agreement:
(a) References
to “agent” shall mean any person who is or was a director, officer or employee of the Company or a
Subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in
such capacity as a director, officer, employee, fiduciary or other official of another company, corporation, partnership,
limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to
represent the interests of the Company or a Subsidiary of the Company.
(b) The
terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings
set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
(c) “Cayman
Court” shall mean the courts of the Cayman Islands.
(d) A
“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events:
(i) Acquisition
of Shares by Third Party. Other than an affiliate of LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted
limited partnership (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting
power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1)
the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a
reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of
directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such
acquisition would not constitute a Change in Control under part (iii) of this definition;
(ii) Change
in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by
the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the
directors then still in office who were directors on the date hereof or whose election for nomination
for election
was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute
at least a majority of the members of the Board;
(iii)
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were
the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities
of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without
limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately
prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than
an affiliate of the Sponsor, no Person (excluding any company resulting from such Business Combination) is the Beneficial
Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote
generally in the election of directors of the surviving company except to the extent that such ownership existed prior to
the Business Combination; and (3) at least a majority of the Board of Directors of the company resulting from such Business
Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Business Combination;
(iv) Liquidation.
The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements
for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the
Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed
with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or
(v) Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated
under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
(e) “Companies
Law” shall mean the Companies Law (2018 Revision) of the Cayman Islands, as amended from time to time.
(f) “Corporate
Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing
member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was
serving at the request of the Company.
(g) “Disinterested
Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below)
in respect of which indemnification is sought by Indemnitee.
(h) “Enterprise”
shall mean the Company and any other company, corporation, constituent company or corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned
Subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general
partner, managing member, fiduciary, employee or agent.
(i) “Exchange
Act” shall mean the United States Securities Exchange Act of 1934, as amended.
(j) “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation,
all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses
in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation
for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses
also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including
without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedes bond, or other
appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.
(k) References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit
plan.
(l) References
to “serving at the request of the Company” shall include any service as a director, officer, employee, agent
or fiduciary of the Company or a Subsidiary of the Company which imposes duties on, or involves services by, such director, officer,
employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries
of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests
of the Company” as referred to in this Agreement.
(m) “Independent
Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law
and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any
matter material to either such party (other than with respect to matters concerning
Indemnitee
under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding
(as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement.
(n) The
term “Person” shall have the meaning as set forth in Sections 13(d)
and 14(d) of the Exchange Act as in effect on the
date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company;
(iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned,
directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares
of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of
a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the shareholders of the Company
in substantially the same proportions as their ownership of shares of the Company.
(o) The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional
tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved
as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any
action (or failure to act) taken by him or her or of any action (or failure to act) on his or her part while acting as a director
or officer of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director,
officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether
or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or
advancement of expenses can be provided under this Agreement.
(p) The
term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company,
partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity
interest is owned, directly or indirectly, by that Person.
3. INDEMNITY
IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum and
Articles of Association of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with
the provisions of this Section 3 if Indemnitee was,
is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than
a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status.
Pursuant to this Section 3, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including
all
interest, assessments
and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid
in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that
his or her conduct was unlawful.
4. INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law and the Amended and Restated
Memorandum and Articles of Association of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee in
accordance with the provisions of this Section 4 if
Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding
by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant
to this Section 4, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses actually and reasonably incurred by him or her on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses
shall be made under this Section 4 in respect of any
claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless
and only to the extent that any court in which the Proceeding was brought or the Cayman Court shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification, to be held harmless or to exoneration.
5. INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except
for Section 27, to the extent that Indemnitee was
or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or
otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the
fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,
indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one
or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by
applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and
exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection
with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company
also shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association
of the Company, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with
a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section
and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.
6. INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27,
to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee
was or is not a party or threatened to be made a party, he or she shall, to the fullest extent permitted by applicable law and
the Amended and Restated Memorandum and Articles of Association of the Company, be indemnified, held harmless and exonerated against
all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.
7. ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.
(a) Notwithstanding
any limitation in Sections 3, 4,
or 5, except for Section 27,
the Company shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association
of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party
to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses,
judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable
in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably
incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available
under this Section 7(a) on account of Indemnitee’s
conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission
not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) Notwithstanding
any limitation in Sections 3, 4,
5 or 7(a),
except for Section 27, the Company shall, to the fullest
extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify,
hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including
a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties
and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee
in connection with the Proceeding.
8. CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.
(a) To
the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided
for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying,
holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether
for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with
any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any
right of contribution it may have at any time against Indemnitee.
(b) The
Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(c) The
Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be
brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
9. EXCLUSIONS.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification,
advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a) for
which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement
provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received
under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;
(b) for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act (or
any successor rule) or similar provisions of state statutory law or common law; or
(c) except
as otherwise provided in Sections 14(f)-(g)
hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers,
employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation
or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the
powers vested in the Company under applicable law.
10. ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.
(a) Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not
prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee
to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt
by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of
any Proceeding. Advances shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of the Company, be unsecured and interest free. Advances shall, to the fullest extent permitted
by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, be made without regard
to Indemnitee’s ability to
repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding
to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support
the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition
of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay
the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company
under the provisions of this Agreement, the Amended and Restated Memorandum and Articles of Association, applicable law or otherwise.
This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration
payment is excluded pursuant to Section 9.
(b) The
Company will be entitled to participate in the Proceeding at its own expense.
(c) The
Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine,
penalty or limitation on Indemnitee without Indemnitee’s prior written consent.
11. PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
(a) Indemnitee
agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification,
hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the
Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
(b) Indemnitee
may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement.
Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole
discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12(a) of
this Agreement.
12. PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.
(a) A
determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made
in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of
the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by
majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders.
The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled
to indemnification, including a
description
of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification,
payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with
the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless
therefrom.
(b) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a)
hereof, the Independent Counsel shall be selected as provided in this Section 12(b).
The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board),
and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in
Section 2 of this Agreement. If the Independent Counsel
is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent
Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement. In either
event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have
been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2
of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and
timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court
of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by
Indemnitee of a written request for indemnification pursuant to Section 11(b)
hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the
Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection
of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person
with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section
(a) hereof. Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 14(a)
of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).
(c) The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.
13. PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.
(a) In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11(b) of this Agreement,
and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested
Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.
(b) If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of
the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted
by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, be deemed to have been
made and Indemnitee 12 shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection
with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly
prohibited under applicable law or the Amended and Restated Memorandum and Articles of Association of the Company; provided,
however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if
the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires
such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
(c) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
(d) For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for
the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or
on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert
selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing
member. The provisions of this Section 13(d) shall
not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have
met the applicable standard of conduct set forth in this Agreement.
(e) The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.
14. REMEDIES
OF INDEMNITEE.
(a) In
the event that (i) a determination is made pursuant to Section 12
of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the
fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,
is not timely made pursuant to Section 10 of this
Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a)
of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Section 5, 6, 7 or the last
sentence of Section 12(a) of this Agreement within
ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner
pursuant to Section 8 of this Agreement, (vi) payment
of indemnification pursuant to Section 3 or 4 of this
Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made
in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award
in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. Except as set forth herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall
apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in
arbitration.
(b) In
the event that a determination shall have been made pursuant to Section 12(a)
of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant
to this Section 14 shall be conducted in all respects
as
a de novo trial,
or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
(c) In
any judicial proceeding or arbitration commenced pursuant to this Section 14,
Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advancement of Expenses under
this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated
and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination
pursuant to Section 12(a) of this Agreement adverse
to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14,
Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10
until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights
of appeal have been exhausted or lapsed).
(d) If
a determination shall have been made pursuant to Section 12(a)
of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial
proceeding or arbitration commenced pursuant to this Section 14,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.
(e) The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14
that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
(f) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the
Amended and Restated Memorandum and Articles of Association of the Company against all Expenses and, if requested by Indemnitee,
shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent
permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, such Expenses
which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce
his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless,
exoneration, advancement or contribution agreement or provision of the Amended and Restated Memorandum and Articles of Association
now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit
of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification,
hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial
proceeding or arbitration was not brought by Indemnitee in good faith).
(g) Interest
shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds
harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the
period commencing
with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement
of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.
15. SECURITY.
Notwithstanding anything herein to the contrary, except for Section 27,
to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security
to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other
collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of
Indemnitee.
16. NON-EXCLUSIVITY;
SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
(a) The
rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at
any time be entitled under applicable law, the Amended and Restated Memorandum and Articles of Association, any agreement, a vote
of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such
Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action
taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent
that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration
rights or advancement of Expenses than would be afforded currently under the Amended and Restated Memorandum and Articles of Association
or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.
(b) The
Companies Law and the Amended and Restated Memorandum and Articles of Association permit the Company to purchase and maintain
insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter
of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability
asserted against him or her or incurred by or on behalf of him or her or in such capacity as a director, officer, employee or
agent of the Company, or arising out of his or her status as such, whether or not the Company would have the power to indemnify
him or her against such liability under the provisions of this Agreement or under the Companies Law, as it may then be in effect.
The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the
rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution
and delivery of
this Agreement
by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party
or parties thereto under any such Indemnification Arrangement.
(c) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees,
partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person
serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms
to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary,
employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as
to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures
set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by applicable law and
the Amended and Restated Memorandum and Articles of Association of the Company, shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, including with respect to any insurance. The Indemnitee shall execute
all papers required and take all action necessary to secure such 16 rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights. No such payment by the Company shall be deemed to relieve any
insurer of its obligations.
(e) The
Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving
at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent
of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration
payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary
except for Section 27, (i) Indemnitee shall have no
obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution
or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and
performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement
without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration,
contribution or insurance coverage rights against any person or entity other than the Company.
(f) Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor
or its affiliates is secondary.
17. DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves
as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee
serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14
of this Agreement) by reason of his or her Corporate Status, whether or not he or she is acting in any such capacity at the time
any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.
18. SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each
portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company;
(b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the
maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested thereby.
19. ENFORCEMENT
AND BINDING EFFECT.
(a) The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.
(b) Without
limiting any of the rights of Indemnitee under the Amended and Restated Memorandum and Articles of Association of the Company
as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties
hereto with respect to the subject matter hereof.
(c) The
indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement
shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct
or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets
of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company
or a director,
officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s
request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives.
(d) The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to
all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken place.
(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be
inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly,
the parties hereto agree that Indemnitee may, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of the Company, enforce this Agreement by seeking, among other things, injunctive relief and/or specific
performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or
specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he 18 or she may be
entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by applicable law and
the Amended and Restated Memorandum and Articles of Association of the Company, be entitled to such specific performance and
injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity
of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond
or undertaking may be required of Indemnitee by a court of competent jurisdiction, Company hereby waives any such requirement
of such a bond or undertaking to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles
of Association of the Company .
20. MODIFICATION
AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the
Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
21. NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have
been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have
been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the
date on which it is so mailed:
(a) If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide
in writing to the Company.
(b) If
to the Company, to:
LIV Capital Acquisition Corp.
Torre Virreyes, Pedregal No.
24, Piso 6-601
Col. Molino del Rey
México, CDMX, C.P. 11040
Attention: Chief Financial Officer
With a copy, which shall not
constitute notice, to
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attn: Derek Dostal, Esq.
or to any other address as may
have been furnished to Indemnitee in writing by the Company.
22. APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules. Except with
respect to any arbitration commenced by Indemnitee pursuant to Section 14(a)
of this Agreement, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association
of the Company, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the Cayman Court and not in any other state or federal court
in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the
Cayman Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection
to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead or to make,
any claim that any such action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum,
or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by applicable law and the Amended and Restated
Memorandum and Articles of Association of the Company, the parties hereby agree that the mailing of process and other papers
in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted
by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, shall be valid and sufficient
service thereof.
23. IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the
party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
24. MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.
25. PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company
against Indemnitee,
Indemnitee’s
spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such
cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by
the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations
is otherwise applicable to any such cause of action such shorter period shall govern.
26. ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is
required to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association
of the Company, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in
a manner that will enable the Company to fulfill its obligations under this Agreement.
27. WAIVER
OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby agrees that he or she does not have any right, title, interest or claim of any
kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s
initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim
he or she may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse
against such trust account for any reason whatsoever.
28. MAINTENANCE
OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period
for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable
insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions
and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be
covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any
such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured
in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured
of the Company’s directors and officers.
29. INTERPRETATION
In this Agreement:
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(a)
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words importing the singular number include the plural
number and vice versa; words importing the masculine gender include the feminine gender; words importing persons include corporations
as well as any other legal or natural person;
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(b)
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"written" and "in writing" include all modes of representing
or reproducing words in visible form, including in the form of an Electronic Record;
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(e)
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"shall" shall be construed as imperative and "may"
shall be construed as permissive;
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(f)
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references to provisions of any law or regulation
shall be construed as references to those provisions as amended, modified, re-enacted or replaced;
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(g)
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any phrase introduced by the terms "including", "include",
"in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding
those terms;
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(h)
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the term "and/or" is used herein to mean both "and"
as well as "or." The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or"
in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not be interpreted to require the conjunctive
(in each case, unless the context otherwise requires);
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(i)
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headings are inserted for reference only and shall
be ignored in construing this Agreement;
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(j)
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any requirements as to delivery under this Agreement
include delivery in the form of an electronic record (as defined in the Electronic Transactions Law (2003));
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(k)
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any requirements as to execution or signature under
this Agreement including the execution of this Agreement itself can be satisfied in the form of an electronic signature (as defined
in the Electronic Transactions Law (2003 Revision));
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(l)
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sections 8 and 19(3) of the Electronic Transactions
Law (2003 Revision) shall not apply.
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[Signature
Page Follows]
IN WITNESS WHEREOF, the
parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.
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LIV CAPITAL ACQUISITION CORP.
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By:
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Name:
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Title:
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INDEMNITEE
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Name:
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Address for notices:
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[Signature
page - Indemnity Agreement]
Exhibit 10.8
LIV Capital Acquisition Corp.
c/o Torre Virreyes, Pedregal No. 24,
Piso 6-601
Col. Molino del Rey México, CDMX, C.P. 11040
[●], 2019
Ladies and Gentlemen:
This letter will confirm our agreement that, commencing on the
effective date (the “Effective Date”) of the registration statement (the “Registration Statement”)
for the initial public offering (the “IPO”) of the securities of LIV Capital Acquisition Corp. (the “Company”)
and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s
liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”), LIV Capital Acquisition Sponsor, L.P. shall make available to the Company certain office space and administrative
and support services as may be required by the Company from time to time, at [●]. In exchange therefore, the Company shall
pay LIV Capital Acquisition Sponsor, L.P. $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination
Date.
LIV Capital Acquisition Sponsor, L.P. hereby agrees that it
does not have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account (the
“Trust Account”) that may be established upon the consummation of the IPO and will not seek recourse
against the Trust Account for any reason whatsoever.
This agreement may not be amended, modified or waived as to
any particular provision, except by a written instrument executed by the parties hereto.
No party hereto may assign this agreement or any rights, interests
or contracted obligations hereunder without the prior written approval of the other party. Any purported assignment in violation
of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported
assignee.
This agreement shall be governed by, construed in accordance
with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles.
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Very truly yours,
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LIV Capital Acquisition Corp.
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By:
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Name:
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Title:
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AGREED TO AND ACCEPTED BY:
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LIV Capital Acquisition Sponsor, L.P.
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Acting by LIV GP Master, S.A.P.I. de C.V., its General Partner
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By:
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Name:
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Title:
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[Signature page to Administrative Services
Agreement]
Exhibit
10.9
ASSIGNMENT
AND ASSUMPTION AGREEMENT
THIS
ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of November 6, 2019, by and among (i) LIVE Fund
I Partners L.P., an Ontario limited partnership (the “Assignor”); (ii) LIV Capital Acquisition Sponsor, L.P.,
a Cayman Islands exempted limited partnership (the “Assignee”); and (iii) LIV Capital Acquisition Corp.,
a Cayman Islands exempted company and blank check company (the “Maker”).
WHEREAS,
the Assignor is a party to a Promissory Note, dated October 3, 2019, with Maker as borrower (the “Promissory Note”);
and
WHEREAS,
the Assignor desires to assign, and the Assignee desires to assume, the Promissory Note.
NOW
THEREFORE, for good and valuable consideration, the parties hereto agree as follows:
1. Assignment.
The Assignor hereby assigns to the Assignee all of the Assignor’s right, title and interest under the Promissory Note.
2. Assumption.
The Assignee hereby accepts the assignment from the Assignor set forth in Paragraph 1 hereof and assumes all of the Assignor’s
right, title and interest under the Promissory Note.
3. Consent.
Pursuant to Section 13 of the Promissory Note, Maker consents to the assignment provided for in this Agreement.
4. Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH JURISDICTION.
5. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.
6. Severability.
If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of
the other provisions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the provision
at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.
7. Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange by facsimile of executed
counterparts of this Agreement shall be deemed execution and delivery thereof.
[Signature
pages follow]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first written above.
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ASSIGNOR:
LIVE Fund I Partners
L.P.
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By:
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/s/ Alexander Roger
Rossi
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Name: Alexander Roger Rossi
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Title: Managing Partner
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[Signature
Page to Assignment and Assumption Agreement]
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ASSIGNEE:
LIV Capital Acquisition
Sponsor, L.P.
Acting by its General
Partner
LIV GP Master, S.A.P.I.
de C.V.
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By:
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/s/ Miguel Ángel
Dávila Guzmán
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Name: Miguel Ángel Dávila Guzmán
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Title: Managing Director
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[Signature
Page to Assignment and Assumption Agreement]
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MAKER:
LIV Capital Acquisition
Corp.
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By:
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/s/ Humberto Zesati
González
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Name: Humberto Zesati González
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Title: Director
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[Signature
Page to Assignment and Assumption Agreement]
Exhibit
10.10
SHARE
TRANSFER
LIVE
Fund I Partners L.P., an Ontario limited partnership, for value received, does hereby transfer to LIV Capital Acquisition Sponsor,
L.P., a Cayman Islands exempted limited partnership (the "Transferee"), the 1,725,000 Class B ordinary shares
standing in the Transferor’s name in the undertaking called LIV Capital Acquisition Corp. (an exempted company incorporated
in the Cayman Islands), to hold the same unto the Transferee.
Signed
by the Transferor
LIVE
Fund I Partners L.P.
By:
LIVE Fund I partners GP, LLC, its general partner
By:
Latin Idea Holdings, LLC, its sole member and manager
By:
/s/ Alexander Roger Rossi
Name:
Alexander Roger Rossi
Title:
Member
Date:
November 6, 2019
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent
to the inclusion in this Registration Statement of LIV Capital Acquisition Corp. on Form S-1 of our report dated October 15, 2019,
which includes an explanatory paragraph as to the LIV Capital Acquisition Corp.’s ability to continue as a going concern,
with respect to our audit of the financial statements of LIV Capital Acquisition Corp. as of October 9, 2019 and for the period
from October 2, 2019 (inception) through October 9, 2019, which report appears in the Prospectus, which is part of this Registration
Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
November 20, 2019
Exhibit 99.1
Consent to be Named as a Director Nominee
In connection with the filing by LIV Capital Acquisition Corp.
of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to
the board of directors of LIV Capital Acquisition Corp. in the Registration Statement and any and all amendments and supplements
thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
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Dated:
November 19, 2019
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/s/ José Antonio Solano Arroyo
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José Antonio Solano Arroyo
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