As filed with the U.S.
Securities and Exchange Commission on November 10, 2021.
Registration No. 333-260360
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________
MANA CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
_________________________
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Delaware
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6770
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87-0925574
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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8
The Green
Suite #12490
Dover, Delaware 19901
Address of the principal executive office
Telephone number: (302) 281-2147
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
_________________________
Jonathan Intrater
Chief
Executive Officer
8 The Green
Suite #12490
Dover, Delaware 19901
Telephone Number: (302) 281-2147
Agent for Service
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_________________________
Copies to:
Jie Chengying Xiu, Esq.
Michael Goldstein, Esq.
Becker & Poliakoff LLP
45 Broadway, 17th Floor
New York, New York 10006
Telephone: (212) 599-3322
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Brad L. Shiffman, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10020
Telephone: (212) 885-5000
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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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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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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 Share of Common Stock, one-half of one Redeemable Warrant,
and one Right to acquire 1/7 of one share of Common Stock (2)(8)
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7,130,000
Units
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$
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10.00
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$
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71,300,000
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$
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6,609.51
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Common
Stock included as part of the Units(2)(8)
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7,130,000
Shares
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—
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—
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—
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(3)
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Redeemable
Warrants included as part of the Units(2)(8)
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3,565,000 Warrants
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—
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—
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—
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(3)
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Rights
included as part of the Units(2)(8)
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7,130,000 Rights
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—
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—
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—
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(3)
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Common
Stock underlying Redeemable Warrants included as part of the Units(2)(8)
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3,565,000 Shares
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$
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11.50
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$
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40,997,500
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$
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3,800.47
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Common
Stock underlying the Rights included as part of the Units(2)(8)
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1,018,571 Shares
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$
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10.00
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$
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10,185,710
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$
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944.22
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Private
Warrants to purchase common stock(2)(4)
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2,500,000 Warrants
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—
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—
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—
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(5)
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Common
Stock underlying Private Warrants (2)(6)
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2,500,000 Shares
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$
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11.50
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$
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28,750,000
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$
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2,665.13
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Common
Stock, par value $0.00001 per share(2)(7)
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1,782,500 Shares
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$
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10.00
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$
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17,825,000
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$
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1,652.38
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Total
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$
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169,058,210
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$
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15,672
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(9)
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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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Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(3)
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No fee pursuant to Rule 457(g).
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(4)
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Represents the resale of the 2,500,000 private warrants.
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(5)
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In accordance with Rule 457(i) under the Securities Act, the entire registration fee for these private warrants is allocated to the shares of common stock underlying the private warrants, and no separate fee is payable for the private warrants.
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(6)
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Represents the resale of 2,500,000 shares of common stock issuable upon exercise of the private warrants.
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(7)
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Represents the resale
of 1,550,000 shares of common stock held by the sponsor and issuance of 232,500 shares to the sponsor if the over-allotment option
is exercised.
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(8)
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Includes 930,000 Units,
consisting of 930,000 shares of common stock, 465,000 Redeemable Warrants, and 930,000 Rights underlying such Units, which may be
issued on exercise of a 45 day option granted to the underwriter.
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(9)
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A fee of $2,060 is being
paid with the filing of this Pre-Effective Amendment No. 1. The balance of the total filing fee was previously paid.
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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 or until the registration statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
The information in this preliminary
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 is not soliciting an offer to buy these
securities in any state or jurisdiction where the offer or sale is not permitted.
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PRELIMINARY
PROSPECTUS
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SUBJECT
TO COMPLETION, DATED NOVEMBER 10, 2021
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$62,000,000
Mana Capital Acquisition Corp.
6,200,000 Units
Mana Capital Acquisition Corp.
is a newly incorporated blank check company formed for the purpose of engaging in a merger, stock exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. 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 target businesses operating in North America, Europe and Asia in the healthcare, technology, green economy, and consumer
products sectors. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf)
engaged in any substantive discussions with representatives of other companies regarding the possibility of a potential business combination
with us.
This is an initial public offering
of our securities. We are offering 6,200,000 units at an offering price of $10.00 per unit. Each unit consists of one share of common
stock, par value $0.00001, and one-half of one redeemable warrant, which we refer to throughout this prospectus as “warrants”
or the “public warrants,” and one right to receive one-seventh (1/7) of a share of common stock upon the consummation of
an initial business combination, which we refer to in this prospectus as the “rights”, as described in more detail in this
prospectus. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per whole share,
subject to adjustment as described in the prospectus and only whole warrants are exercisable. No fractional warrants will be issued upon
separation of the units and only whole warrants will trade. Each warrant will become exercisable on the on the later of one year after
the closing of this offering or 30 days after the consummation of an initial business combination, and will expire five years after the
completion of an initial business combination, or earlier upon redemption.
We have nine months (or up to 21 months if we extend the period
of time to consummate a business combination, as described in more detail in this prospectus) from the consummation of this offering
to consummate our initial business combination. Public stockholders will not be offered the opportunity to vote on or redeem their shares
in connection with such extension. If we are unable to consummate our initial business combination within such time period, we will distribute
the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (net of taxes
payable), pro rata to our public stockholders, by way of redemption of their shares, and thereafter cease operations except for the purpose
of winding up our affairs, as further described herein.
We have granted Ladenburg Thalmann & Co.,
Inc., the representative of the underwriters, a 45-day option to purchase up to an additional 930,000 units (over and above the 6,200,000
units referred to above) solely to cover over-allotments, if any.
We will provide the holders of
our outstanding shares of common stock that were sold as part of the units in this offering with the opportunity to redeem their shares
upon the consummation 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 described below, including interest (net of taxes payable), divided by the number of then outstanding shares
of common stock that were sold as part of the units in this offering, which we refer to as our “public shares”.
Our sponsor,
Mana Capital LLC, has committed to purchase from us an aggregate of 2,500,000 warrants, or "private warrants," at $1.00 per
warrant for a total purchase price of $2,500,000, which have an exercise price of $11.50 per share. This purchase will take place on
a private placement basis simultaneously with the consummation of this offering. The private warrants to be issued in the private placement
will be identical to the warrants being sold in this offering to public investors, subject to certain exceptions described elsewhere
in this prospectus. As of the date of this prospectus, our initial stockholders, which include our sponsor, own an aggregate of 1,550,000
shares of our common stock. Pursuant to an amendment to the subscription agreement between us and the sponsor, if the underwriters exercise
the over-allotment option, we will issue to our sponsor such number of additional shares of common stock (up to 232,500 shares) as to
maintain our sponsor's ownership at 20% of our issued and outstanding common stock upon the consummation of this offering.
There is presently
no public market for our units, common stock, warrants, or rights. We have applied to have our units listed on the Nasdaq Global Market
under the symbol MAAQU. We expect that our units will be listed on the Nasdaq Global Market on or promptly after the date of this prospectus.
The shares of common stock, warrants and rights comprising the units will begin separate trading on the 90th
day following the date of this prospectus unless Ladenburg Thalmann & Co., Inc., the representative
of the underwriters, informs us of its decision to allow earlier separate trading, subject to certain conditions. Once the securities
comprising the units begin separate trading, we expect that the shares of common stock, warrants, and rights will be traded on the Nasdaq
Global Market under the symbols “MAAQ”, “MAAQW”, and “MAAQR” 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 24 of this prospectus for a
discussion of information that should be considered in connection with an investment in our securities. Investors
will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
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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10.00
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$
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62,000,000
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Underwriting
Discounts and Commissions(1)
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$
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0.20
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$
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1,240,000
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Proceeds
to Mana Capital Acquisition Corp. (before expenses)
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$
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9.80
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$
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60,760,000
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(1)
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Does
not include certain fees and expenses payable to the underwriters in connection with this
offering. See “Underwriting” for further information relating to the underwriting
compensation agreed to between us and the underwriters in this offering.
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Upon consummation of the offering, an aggregate
of $62,000,000 (or $71,300,000 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 U.S.-based trust account maintained at Morgan Stanley 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 an initial 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 ______, 2021.
Sole Book-Running Manager
LADENBURG THALMANN
Co-Manager
I-Bankers
Securities, Inc.
_______________, 2021
MANA CAPITAL ACQUISITION CORP.
TABLE OF CONTENTS
PROSPECTUS SUMMARY
This summary only highlights
the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information
that you should consider in making an investment decision. 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.
References in this prospectus to:
• “Board”
refers to our Board of Directors;
• “founders”
or “insiders” refers to the initial members of our Board of Directors, namely Jonathan Intrater, Allan Liu, and Loren Mortman,
and our sponsor, Mana Capital LLC;
• “Ladenburg”
are to Ladenburg Thalmann & Co. Inc., the representative of the underwriters in this offering;
• “management” or our “management team” refer to our officers and directors;
• “private
warrants” or “sponsor warrants” refer to up to 2,500,000 warrants we intend to sell to our sponsor in a private placement
that will occur simultaneously with this offering;
• “public
shares” refer to our shares of common stock sold as part of the units in this offering (whether they are purchased
in this offering or thereafter in the open market);
• “public
stockholders” refer to the holders of our public shares, including our sponsor (as defined below), officers and directors to the
extent they purchase public shares, provided that their status as “public stockholders” shall only exist with respect to such
public shares;
•
“public 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, including warrants
that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market);
• “rights”
or “public rights” refer to the rights which are being sold as part of the units in this offering;
• “sponsor
shares” or “insider shares” refer to the 1,550,000 shares of common stock (or up to 1,782,500 shares of common
stock if the underwriters’ over-allotment option is exercised in full) held by our sponsor and two directors prior to the
completion of this offering;
• our
“sponsor” refers to Mana Capital LLC, a limited liability company formed under the laws of the State of Delaware;
• “we,”
“us” or “our company” refer to Mana Capital Acquisition Corp.; and
• “working
capital warrants” refers to (i) up to 200,000 warrants we may issue upon conversion of the promissory note issued to our sponsor
in a principal amount of up to $200,000 to cover a portion of the expenses of this offering and (ii) up to 2,400,000 warrants we may
issue upon conversion of up to $2,400,000 of additional working capital loans, as described in this prospectus.
Unless we tell you otherwise, the information
in this prospectus assumes that the underwriters will not exercise their over-allotment option.
We are responsible for
the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different
information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not,
making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information
contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.
Our Company
General
We are a newly formed blank check company formed
under the laws of the State of Delaware on May 19, 2021. We were formed for the purpose engaging in a merger, stock exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination, which we refer to throughout this prospectus as
our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus, 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 target businesses operating in North America, Europe and Asia in the healthcare, technology,
green economy and consumer products sectors. To date, our efforts have been limited to organizational activities as well as activities
related to this offering. None of our 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 business combination with us.
We will have nine months from the consummation of this offering to consummate
our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within
nine months, we may, but are not obligated to, extend the period of time to consummate a business combination up to twelve times, each
by an additional one month (for a total of up to 21 months to complete a business combination), subject to our board of directors authorizing
such extension and the sponsor or its affiliates or designees depositing additional funds into the trust account as set out below. Pursuant
to the terms of our Certificate of Incorporation and the trust agreement to be entered into between us and Continental Stock Transfer
& Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination,
our board of directors would adopt a resolution approving such extension and our founders or their respective affiliates or designees
(which may include the potential target business), upon five days advance notice prior to each applicable deadline, must deposit into
the trust account $206,667,000 (or $237,667 if the underwriters' over-allotment option is exercised in full)(approximately $0.0333 per
public share) for each one-month extension, up to an aggregate of $2,480,000 (or $2,852,000 if the underwriters' over-allotment option
is exercised in full), or $0.40 per public share (for an aggregate of 12 months), on or prior to the date of the applicable deadline,
for each extension. The insiders or sponsor (or their respective affiliates or designees) providing such additional funds will receive
non-interest bearing, unsecured promissory notes equal to the amount of any such deposit. The final and definitive terms of any such loans
have not yet been negotiated, but any such loan would be interest free and will not be repaid in the event that we are unable to close
a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation
of our initial business combination, or, at the purchaser's discretion, converted upon consummation of our business combination into additional
warrants on the basis of $1.00 per private warrant for each dollar amount deposited. These warrants would have an exercise price of $11.50
per share. Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with such extension.
If we are unable to consummate our initial business combination within such time period, we will distribute the aggregate amount then
on deposit in the trust account including interest earned on the funds held in the trust account (net of taxes payable), pro rata to our
public stockholders, by way of redemption of their shares, and thereafter cease operations except for the purpose of winding up our affairs,
as further described herein...
In the event that we receive notice from our sponsor
or their respective affiliates or designees at least five days prior to an applicable deadline of their intent to affect an extension,
we intend to issue a press release announcing such intention at least three days prior to such applicable deadline. In addition, we intend
to issue a press release the day after such applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor
and its affiliates or designees and their affiliates or designees are not obligated to fund the trust account to extend the time for us
to complete our initial business combination. To the extent that some, but not all, of our insiders, decide to extend the period of time
to consummate our initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required.
If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more
than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust
account and then seek to dissolve and liquidate. In such event, all warrants and rights will expire and will be worthless.
Management Business Combination Experience
Our management team
is led by Jonathan Intrater, Allan Liu and Loren Mortman; each has distinctive and complementary experience and extensive networks in
the healthcare, technology, green economy and consumer products
sectors as well as various other industries in North America, Europe, and Asia which we believe can provide a suitable selection of potential
targets. We intend to focus on targeting middle market entities with a valuation in the $150 million to $500 million range.
We
believe that our management team is well positioned to identify attractive business combination opportunities with compelling
characteristics and further potential. Members of our management team have extensive experience in executing business combinations,
as they are long-term advisors to buyers and sellers in mergers and acquisitions, private equity investors, or buy and sell-side
investment bankers. Jonathan Intrater, our Chief Executive Officer, is a Managing Director in the investment banking department at
Ladenburg, Thalmann and has extensive experience in merger advisory and public offerings. He also served as a member of the Board
and Chairman of the audit committee of GreenVision Acquisition Corp., a Nasdaq Capital Market-listed special purpose acquisition company that
completed its initial business combination in August 2021. Allan Liu, one of the members of our Board of Directors, is a veteran
investment manager in Asia. He has almost 40 years of broad experience in the financial industry, specializing in capital markets,
private equity and venture capital investment. Mr. Liu has
been involved in advising, managing and investing over US $20 billion in capital in hundreds of projects for
international corporations and investors, and participated in building successful funds and asset management platforms. Loren
Mortman, another member of our Board of Directors, has been President of The Equity Group Inc., an investor relations consulting
firm founded in 1974 that specializes in investor communications, investment community outreach, and IR advisory for
small-to-mid-cap public and pre-public companies, since 2013, Ms. Mortman has over 20 years of experience in developing public
company clients’ critical communications, and advising on transactions and relations with the investment community. Prior to
joining The Equity Group, Ms. Mortman was a Financial Analyst at Brenner Securities, an Investment Bank.
Our management team will actively source target
candidates they believe will be attractive candidates for acquisition, and utilize their deal-making track record, professional relationships,
and capital markets expertise to enhance the growth potential and value of a target business and provide opportunities for attractive
returns to our stockholders.
Past performance of our management
team is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) 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.
Business Strategy
Our business strategy is to
identify and complete a business combination with a company that meets one or more of the acquisition criteria described below.
Our objective is to generate an attractive return
for stockholders through a merger with an operating company with a strong record and growth potential. We expect to favor opportunities
with certain business characteristics including some or all of the following: compelling long-term growth prospects, attractive competitive
dynamics, consolidation opportunities, leading technological position and strong management. We will also consider additional factors
such as high barriers to entry, significant streams of recurring revenue, margin profiles, and attractive free cash flow characteristics.
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 target businesses operating in North America, Europe and Asia in the healthcare, technology, green economy, and
consumer products sectors.
Our selection process will leverage our management
team’s broad and deep relationship network, industry experience, and deal sourcing capabilities to access a range of opportunities.
Our management team has a distinctive combination of capabilities including:
• analyzing
performance, financial and otherwise, of public and private entities; and
• an
extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies
with transition to public ownership.
Upon completion of this offering, our founders
intend to communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential
business combination, and begin the process of pursuing and reviewing potential opportunities.
Acquisition Criteria
Consistent with our business strategy, we have
identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We
will use these criteria and guidelines in evaluating acquisition opportunities, but we may ultimately decide to enter into our initial
business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that
we believe:
• have
exhibited strong growth in revenue or profit in recent fiscal periods or have healthy cash flow from operations;
• will
offer an attractive return for our stockholders, potential benefit from growth in the target’s business and with an improved capital
structure will provide favorable upside measured against any identified downside risks;
• meet
some key characteristics such as being or having the capability of being a disruptive participant within an industry;
• are
capable of achieving significant organic and/or acquisitive growth;
• are
positioned to build stockholder value;
• have
the potential to achieve a leading position in the industry in which it competes; or
• possess
a proven management team prepared for being a public company.
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
guidelines as well as other considerations, factors and criteria that our management may deem relevant. If we decide to enter into our
business combination with a target business that does not meet all or some of the above criteria and guidelines, we will disclose that
the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which,
as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with
the SEC and deliver to stockholders.
Our Acquisition Process
In evaluating a prospective target business, we
expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and key
employees, document reviews and review of facilities, as well as a review of financial and other information that will be made available
to us.
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 a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors,
will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our
initial business combination is fair to our company from a financial point of view. Our stockholders may not be provided with a copy of
such opinion and they may not be able to rely upon such opinion.
Members of our management team and our independent
directors own or will own, directly or indirectly sponsor shares and/or private warrants following this offering which securities will
be worthless if we fail to complete a business combination 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.
Each of our officers and directors presently has,
and any of them in the future may have additional fiduciary or contractual obligations to another entity 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 will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such other entity, subject to their fiduciary duties under Delaware 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.
Our Certificate of Incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer
unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company subject
to his or her fiduciary duties under the laws of the State of Delaware and such opportunity is one we are legally and contractually permitted
to undertake and would otherwise be reasonable for us to pursue.
Effecting a Business Combination
We will either (1) seek stockholder approval of
our initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless
of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit
in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means
of a tender offer (and thereby avoid the need for a stockholder 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 stockholder approval of our proposed business combination or allow stockholders 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 stockholder approval. In the case of 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. In either case, we will consummate our initial business combination only
if upon such consummation either our shares are listed on a national securities exchange as contemplated by Rule 3a51-1(a) under the Securities
Exchange Act of 1934 (the “Exchange Act”) or we have net tangible assets (as determined in accordance with Rule 3a51-1(g)
of the Exchange Act, or any successor rule) of at least $5,000,001 (in either case, so that we are not subject to Rule 3a51-1, which we
refer to as the SEC’s “penny stock” rules in this prospectus) and, if we seek stockholder approval, a majority of the
outstanding shares of common stock voted are voted in favor of the business combination.
We have nine months (or up to 21 months if
we extend the period of time to consummate a business combination, as described in more detail in this prospectus) from the consummation
of this offering to consummate our initial business combination. Public stockholders will not be offered the opportunity to vote on or
redeem their shares in connection with such extension. If we are unable to consummate our initial business combination within such time
period, we will distribute the aggregate amount then on deposit in the trust account including interest earned on the funds held in the
trust account (net of taxes payable), pro rata to our public stockholders, by way of redemption of their shares, and thereafter cease
operations except for the purpose of winding up our affairs, as further described herein. We expect the pro rata redemption price to
be $10.00 per 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 stockholders.
The rules of The Nasdaq Stock Market, or
Nasdaq, require that our 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 interest earned on the
trust account) at the time of our signing a definitive agreement in connection with our 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). Although 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
stockholders 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 independently 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. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on
such opinion. However, if Nasdaq delists our securities from trading on its exchange after this offering, we would not be required
to satisfy the fair market value requirement described above 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.
We anticipate structuring our initial business
combination so that the post-transaction company in which our public stockholders own or acquire shares will own or acquire 100% of the
outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to
meet certain objectives of the target management team or stockholders 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 business 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 outstanding voting securities of the target, our
stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction 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 shares in exchange for all of the outstanding capital stock of a target, or issue a substantial
number of new shares to third parties in connection with financing our initial business combination. In such cases, we would acquire a
100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders
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 outstanding 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 by us is what will be valued
for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net
assets test will be based on the aggregate value of all of the target businesses.
Prior to the effective date of our 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 units, common stock and warrants 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 have various interests
in this offering (either directly or through ownership of our sponsor) that are different than our other stockholders 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.
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 falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she
may be required to present such initial business combination opportunity to such entity prior to presenting such initial business combination
opportunity to our Board. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations to such
other entities (as well as to us). We do not believe, however, that any fiduciary duties or contractual obligations of our executive officers
would materially undermine our ability to complete our initial business combination.
Our officers and directors are not required to commit
their full time to our affairs and will allocate their time to other businesses. We presently expect each of our officers and directors
to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week
while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target
business for a business combination). The past successes of our executive officers and directors do not guarantee that we will successfully
consummate an initial business combination.
For more information on the foregoing conflicts
of interest and the relevant pre-existing fiduciary duties or contractual obligations of our management team, see the section titled “Management
— Conflicts of Interest.”
JOBS Act
We are an “emerging growth company,” as
defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012, or 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 of 2002, or 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 stockholder 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 common stock that is held by non-affiliates exceeds $700 million as of the end of that 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 Item 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 common stock 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 common stock held by non- affiliates exceeds $700 million as of the end of that year’s second fiscal
quarter.
Private Placements
On June 22, 2021, we issued an aggregate of 1,437,500 shares of common
stock to our sponsor, Mana Capital LLC, for an aggregate purchase price of $25,000. Subsequently, in September 2021, we amended the terms
of this subscription agreement to issue our sponsor an additional 62,500 shares, resulting in the sponsor holding an aggregate of 1,500,000
shares so that the sponsor shares will account for, in the aggregate, 20% of our issued and outstanding shares after this offering. In
November 2021, we entered into an amended and restated subscription agreement pursuant to which we issued the sponsor an additional 50,000
shares, resulting in the sponsor holding an aggregate of 1,550,000 shares (so that the sponsor shares will account for 20% of our issued
and outstanding shares after this offering) and also agreed that, if the underwriters exercise the over-allotment option, we will issue
to our sponsor such number of additional shares of common stock (up to 232,500 shares) as to maintain our sponsor’s ownership at
20% of our issued and outstanding common stock upon the consummation of this offering. As described elsewhere in this prospectus,
our sponsor intends to transfer an aggregate of 60,000 sponsor shares to our two independent directors prior to the completion of this
offering and will also transfer to our Chief Executive Officer 150,000 sponsor shares and 100,000 of the private warrants it has committed
to purchase upon, or subsequent to, the consummation of our initial business combination. See “Certain Relationships and Related
Party Transactions.
In addition, our sponsor has committed to purchase
an additional 2,500,000 warrants at $1.00 per warrant, for an aggregate price of $2,500,000 will purchase in a private placement that
will occur simultaneously with the closing of this offering. As a result, taking into account the 1,500,000 shares owned by our sponsor
and two of our directors, at the time of consummation of this offering, our founders will own, in the aggregate, 20% of our issued and
outstanding shares after this offering (assuming that our founders or sponsor do not purchase units in this offering). Neither our sponsor
nor our members of management have indicated any intention to purchase units in this offering.
The sponsor shares are identical to the shares
of common stock included in the units being sold in this offering. However, the founders have agreed (A) to vote their sponsor shares
(as well as any public shares acquired in or after this offering) in favor of any proposed business combination, (B) not to propose an
amendment to the Certificate of Incorporation, prior to a business combination, to affect the substance or timing of the Company’s
obligation to redeem all public shares if it cannot complete an business combination within nine months (or up to 21 months, as applicable)
of the closing of this proposed offering, unless the Company provides public stockholders an opportunity to redeem their public shares,
(C) not to redeem any sponsor shares in connection with a stockholder vote to approve a proposed initial business combination or any amendment
to our Certificate of Incorporation prior to consummation of an initial business combination, or sell any shares to us in a tender offer
in connection with a proposed initial business combination, and (D) that the sponsor shall not participate in any liquidating distribution
from the trust account upon winding up if a business combination is not consummated. Additionally, our founders have agreed that on the
date of the registration statement of which this prospectus forms a part, the sponsor shares will be placed into an escrow account maintained
in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions,
these sponsor shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of
the consummation of our initial business combination and the date on which the closing price of our shares of common stock equals or exceeds
$12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days
within any 30-trading day period commencing after our initial business combination, or earlier if, subsequent to our initial business
combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders
having the right to exchange their shares for cash, securities or other property.
The private warrants are identical to the
warrants included in the units sold in this offering except for certain transfer restrictions as described in this prospectus. The purchasers
of the private warrants have agreed not to transfer, assign or sell any of the private warrants or underlying securities (except to the
same permitted transferees as the sponsor and provided the transferees agree to the same terms and restrictions as the permitted transferees
of the sponsor must agree to, each as described above) until the completion of our initial business combination. The sponsor warrants
have an exercise price of $11.50 per share, which is the same as the public warrants. In the event of a liquidation prior to our initial
business combination, the private warrants will expire worthless.
Additionally,
our sponsor has agreed to loan us a maximum of $200,000 pursuant to a note to be used for a portion of the expenses of this offering,
which is due and payable on the later of December 11, 2021 in the event that this offering is not successfully completed by such date
or the date on which we complete our initial business combination. As of June 30,
2021, we had borrowed $45,000 under this note. The outstanding principal amount payable under this note may be converted, at the option
of the holder, into up to 200,000 working capital warrants at a price of $1.00 per warrant, with each working capital warrant entitling
the holder to purchase one share of our common stock at an exercise price of $11.50 per share.
Our executive offices are located at 8 The Green,
Suite #12490, Dover, Delaware 19901.
THE OFFERING
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Securities offered
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6,200,000 units, at $10.00 per unit, each unit consisting of one share of
common stock, one-half of one warrant, each whole warrant to purchase one share of common stock, and one right entitling the holder
thereof to receive one-seventh (1/7) of a share of common stock upon consummation of our initial business combination.
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Listing of our securities and proposed symbols
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We anticipate that the units will be listed on the Nasdaq Global Market
under the symbol “MAAQU”, and that the shares of common stock, warrants, and rights, once they begin separate trading,
will be listed on the Nasdaq Global Market under the symbols “MAAQ”, “MAAQW”, and “MAAQR” respectively
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Trading commencement and
separation of shares of common stock, warrants and rights
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The units will begin trading on or promptly after the date of this prospectus. The shares of common stock, warrants, and rights comprising the units will begin separate trading on the 90th day following the date of this prospectus unless Ladenburg Thalmann, as representative of the underwriters, 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.
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Once the shares of common stock, warrants, and rights 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 shares of common stock, warrants, and rights.
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In
no event will the shares of common stock, warrants, and rights 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 consummation of this offering.
We will file the Current Report on Form 8-K promptly after the consummation of this offering, which is anticipated to take place
two business days from the date of this prospectus. 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 in the Form 8-K,
or amendment thereto, or in a subsequent Form 8-K, information indicating if our underwriting representative, Ladenburg Thalmann
& Co., Inc. has allowed separate trading of the shares of common stock, warrants, and rights 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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6,200,000 units(1)
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Shares of common stock:
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Number outstanding before this offering
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1,550,000 shares(2)
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Number to be outstanding after this offering
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7,750,000 shares(1)(2)
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(1)
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Assumes
the over-allotment option has not been exercised and excludes (i) up to an additional 232,500
shares of our common stock if the over-allotment option is exercised in full and (ii) any
shares underlying any private warrants issuable to the sponsor or any shares issuable in
connection with the extension of the time period to complete a business combination.
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(2)
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Assumes
the over-allotment option has not been exercised. If the over-allotment option is exercised
in full, there will be outstanding an aggregate of 8,912,500 shares. Excludes any shares
underlying any private warrants issuable to the sponsor or any shares underlying warrants
issuable in connection with the extension of the time period to complete a business combination.
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Rights:
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Number outstanding before this offering
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0 rights
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Number to be outstanding after this offering
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6,200,000 rights(3)
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Terms of the rights:
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Except in cases where we are not the surviving company in a business combination, each holder of a public right will automatically receive one-seventh (1/7) of a share of common stock upon consummation of our initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-seventh (1/7) of a share underlying each right upon consummation of the business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, you must hold rights in multiples of seven in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
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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 outstanding after this offering and private placement
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3,100,000 public warrants and 2,500,000 private warrants(4)
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Terms of the Warrants:
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Each whole redeemable public warrant entitles the holder thereof to purchase one (1) share of common stock, and each private warrant entitles the holder thereof to purchase one share of common stock. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one share of common stock, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of an initial business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive initial business combination partner for target businesses.
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(3) Assumes
the over-allotment option has not been exercised. If the over-allotment option is exercised in full, there will be outstanding
an aggregate of 7,130,000 rights.
(4) Assumes
the over-allotment option has not been exercised. If the over-allotment option is exercised in full, there will be outstanding
an aggregate public warrants and an aggregate of 3,565,000 private warrants.
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Exercise price:
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The exercise price of the public warrants is
$11.50 per whole share, subject to adjustment as described below. No public warrants will be exercisable for cash unless we have an effective
and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus
relating to such shares of common stock. It is our current intention to have an effective and current registration statement covering
the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock in
effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement
covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation
of our initial business combination, public 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
an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering
the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of common stock 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 shares of common stock for the 5 trading days ending on the day prior to the date of exercise. For example, if
a holder held 300 warrants to purchase 300 shares and the fair market value on the date prior to exercise was $15.00, that holder would
receive 70 shares without the payment of any additional cash consideration.
In
addition, if (x) we issue additional shares of common stock 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 share of common stock
(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 or its affiliates, without taking into account any sponsor shares held by our 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 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 common stock 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, the exercise price of the 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 below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal
to 180% of the higher of the Market Value and the Newly Issued Price.
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The
warrants will become exercisable on the later of one year after the consummation of this offering or 30 days after the consummation of
an initial business combination. 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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Redemption of warrants:
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We may redeem the outstanding warrants (including the private warrants), in whole and not in part:
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• at any time while the warrants are exercisable,
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• upon a minimum of 30 days’ prior written notice of redemption,
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• if, and only if, the last sales price of our shares of common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption, and
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• if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
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The redemption
price for the warrants shall be either (i) if the holder of a warrant has followed the procedures specified in our notice of redemption
and surrendered the warrant, the number of shares of common stock as determined in accordance with the “cashless exercise”
provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption,
the price of $0.01 per warrant.
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 either by paying the cash exercise price
or on a “cashless exercise” basis. However, the price of our shares of common stock may fall below the $18.00 trigger price,
as well as the $11.50 warrant exercise price after the redemption notice is issued.
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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.
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If we call the warrants for redemption as described above, all holders that
wish to exercise his, her or its warrants may do so for cash or on a “cashless basis.” In such event, each holder would pay
the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing
(x) the product of the number of shares of common stock 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 shares of common stock 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. Whether we will exercise our option to require all holders
to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of
common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.
Alternatively, a holder of warrants may request that we redeem his, her or its warrants by surrendering such warrants and receiving the
redemption price of such number of shares of common stock determined as if the warrants were exercised on a “cashless” basis.
If the holder neither exercises his, her or its warrants nor requests redemption on a “cashless” basis, then after the redemption
date, the warrants held by such a holder will only represent the right to receive the cash redemption price of $0.01 per warrant upon
such holder’s surrender of his, her or its warrants.
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Securities purchased, or being purchased, by insiders
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Our sponsor has purchased
an aggregate of 1,550,000 shares of common stock for an aggregate purchase price of $25,000. In
November 2021, we entered into an amended and restated subscription agreement with the sponsor pursuant to which we issued the sponsor
an additional 50,000 shares, resulting in the sponsor holding an aggregate of 1,550,000 shares (so that the sponsor shares will account
for 20% of our issued and outstanding shares after this offering) and also agreed that, if the underwriters exercise the over-allotment
option, we will issue to our sponsor such number of additional shares of common stock (up to 232,500 shares) as
to maintain our sponsor’s ownership at 20% or our issued and outstanding common stock upon the consummation of this offering. Additionally,
the sponsor has agreed to purchase 2,500,000 warrants exercisable for 2,500,000 shares simultaneously with completion of the offering
to the public, in a private placement for proceeds of $2,500,000. As described elsewhere in this prospectus, our sponsor intends to transfer
an aggregate of 60,000 sponsor shares to our two independent directors prior to the completion of this offering and will also transfer
to our Chief Executive Officer 150,000 sponsor shares and 100,000 of the private warrants it has committed to purchase upon, or subsequent
to, the consummation of our initial business combination. Assuming the underwriters do not exercise the over-allotment option, the 1,500,000
shares owned by the sponsor and two of our directors as of the closing of the offering will account for, in the aggregate, 20% of our
issued and outstanding shares after this offering. As a result, taking into account the shares owned by the sponsor and excluding the
private placement warrants, the sponsor (or its affiliates or designees) will own, in the aggregate, 20% of our issued and outstanding
shares after this offering (assuming that our founders do not purchase units in this offering). None of our founders has indicated any
intention to purchase units in this offering.
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The sponsor shares are identical to the shares of common stock included in the units being sold in this offering. However, our founders have agreed (A) to vote their sponsor shares (as well as any public shares acquired in or after this offering) in favor of any proposed business combination, (B) not to propose an amendment to the Certificate of Incorporation, prior to a business combination, to affect the substance or timing of the Company’s obligation to redeem all public shares if it cannot complete an business combination within nine months (or up to 21 months, as applicable) of the closing of this
proposed offering, unless the Company provides public stockholders an opportunity to redeem their public shares, (C) not to redeem any
shares in connection with a stockholder vote to approve a proposed initial business combination or any amendment to our Certificate of
Incorporation prior to consummation of an initial business combination, or sell any shares to us in a tender offer in connection with
a proposed initial business combination, and (D) that the sponsor shall not participate in any liquidating distribution from the trust
account upon winding up if a business combination is not consummated.
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The private warrants to be issued at the consummation of this offering are
identical to the warrants underlying the units sold in this offering. Subject to the transfer restrictions agreed to in the letter agreement
with our sponsor, the private warrants are included in the registration statement of which this prospectus forms a part. Accordingly,
we may redeem the private warrants on the same terms and conditions as the public warrants.
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In the event of a liquidation prior to our initial
business combination, all of our warrants, including the private warrants held by the sponsor (or its affiliates or designees) will be
worthless.
Additionally,
our sponsor has agreed to loan us up to $200,000 pursuant to a note which is due and payable on the later of December 11, 2021 in the
event that our initial public offering is not successfully completed by such date or the date on which we complete our initial business
combination. As of June 30, 2021, we had borrowed $45,000 under this note to be used for a portion of the expenses of this offering. The
outstanding principal amount payable under this note may be converted, at the option of the holder, into up to 200,000 working capital
warrants at a price of $1.00 per warrant, with each working capital warrant entitling the holder to purchase one share of our common stock
at an exercise price of $11.50 per share.
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Restrictions on transfer of sponsor and private warrants
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On the date of this prospectus, all of the
sponsor shares will be placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company,
acting as escrow agent. Subject to certain limited exceptions, these sponsor shares will not be transferred, assigned, sold or released
from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date on which
the closing price of our shares of common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business
combination, or earlier, if, subsequent to our initial business combination, we consummate a liquidation, merger, stock exchange or other
similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property.
The limited exceptions include transfers, assignments or sales (i) to
our officers or directors, any affiliate or family member of any of our officers or directors, any of the sponsor’s members, officers,
directors, consultants, or affiliates of the sponsor or any of their affiliates or any other pecuniary interest holders in the sponsor
at the time of this offering or family members of the foregoing, (ii) to
an initial holder’s stockholders or members upon its liquidation, (iii) by gift to a member of an individual stockholder’s
family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual
or to a charitable organization, (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 our initial business combination, by private sales at prices no greater than the price at
which the shares were originally purchased, (viii) in the event of our liquidation prior to our consummation of an initial business combination,(ix)
by virtue of the laws of the State of Delaware or the sponsor’s limited liability company agreement upon dissolution of the sponsor,
or (x) in the event that, subsequent to the consummation of an initial business combination, we complete a liquidation, merger, capital
stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their common stock for
cash, securities or other property in each case (except for clauses (vi),
(viii), (ix) and (x), or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these
transfer restrictions.
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The sponsor, as the potential purchaser of the private warrants has agreed not to transfer, assign or sell any of the private warrants or underlying securities (except to the same permitted transferees as the sponsor and provided the transferees agree to the same terms and restrictions as the permitted transferees of the sponsor must agree to, each as described above) until the completion of our initial business combination.
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Offering proceeds to be held in trust
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The rules of the Nasdaq
provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. $62,000,000
of the net proceeds of this offering (or $71,300,000 if the over-allotment option is exercised in full) and a portion of the purchase
price of the $2,500,000 by the sponsor, or $10.00 per unit sold to the public in this offering, will be placed in a U.S.-based trust account
at Morgan Stanley maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed
on the date of this prospectus.
The remaining $900,000 of aggregate net proceeds
of this offering and sale of the private warrants will not be held in the trust account.
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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, 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.
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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. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering and a portion of the proceeds from the private placement of warrants not held in the trust account (initially estimated to be $900,000); provided, however, that 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 founders, officers, directors or their designees 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 working capital loan would be evidenced by a promissory note. The working capital notes would either be paid upon consummation of our initial business combination, without interest, or, at the holder’s discretion, up to $2,400,000 of such working capital loans may be converted into working capital warrants at a price of $1.00 per warrant. These additional warrants would be identical to the private warrants sold to our sponsor (or affiliates or designees providing such working capital loans). 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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Ability to extend time to complete business combination
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We will have nine months from the consummation of this offering to consummate
an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within
nine months, we may extend the period of time to consummate a business combination up to twelve (12) times, each by an additional one
month (for a total of up to 21 months to complete a business combination). Pursuant to the terms of our Certificate of Incorporation and
the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in
order to extend the time available for us to consummate our initial business combination, our board of directors would adopt a resolution
authorizing the extension and our sponsor or its affiliates or designees (which may include the potential target business), upon five-days
advance notice prior to the applicable deadline, must deposit into the trust account $206,667 (or $237,667 if the underwriters’
over-allotment option is exercised in full) ($0.0333 per share) on or prior to the date of the applicable deadline, for each one-month
extension (or up to an aggregate of $2,480,000 (or $2,852,000 if the underwriters’ over-allotment option is exercised in full),
or $0.40 per share if we extend for the full twelve months). Any such payments would be made in the form of a loan. The definitive terms
of the promissory note to be issued in connection with any such loans have not yet been negotiated. However, any such loans will be non-interest
bearing and payable upon the consummation of our initial business combination or, at the option of the persons or persons funding such
amounts convertible into additional warrants at $1.00 per warrant for each dollar of loan and be exercisable at $11.50 per share. Unlike
many other offerings, investors in our company holding shares of our common stock will not have the right to approve any such extension
or seek or obtain redemption of their common stock. If we complete our initial business combination, we also would repay working
capital loans or, at the option of the holders of the working capital loans, convert a portion of such loans up to $2,400,000 into working
capital warrants. If the business combination is not completed we will not repay such loans and no additional warrants would be issuable.
Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor has agreed to waive
its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a business combination.
Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial
business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held
in the trust account and then seek to dissolve and liquidate. In such event, the warrants and rights will be worthless.
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Release of funds in trust account on closing of our initial business combination
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Upon the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described below under “Redemption rights”. We will use the remaining funds to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination and any unused proceeds shall remain as working capital of the entity surviving the initial business combination.
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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 founders, officers, directors 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:
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• repayment at the consummation of our initial business combination of up to $200,000 of the initial non-interest-bearing loans made by our sponsor or its affiliates or designees (unless such note is converted into working capital warrants);
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• reimbursement of out-of-pocket expenses incurred by management in connection with certain activities on our behalf, such as identifying and investigating possible target businesses and business combinations; and
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• repayment upon consummation of our initial business combination of any loans which may be made by our sponsor, our management or their respective affiliates or designees (i) in
connection with the extension of the time period to complete a business combination (which loans may be converted into private warrants).or
(ii) to finance transaction costs in connection with an intended initial business
combination, which loans we sometimes refer to as working capital loans, of which up to $2,400,000 loan amount may be converted into working
capital warrants.
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There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to our founders, officers, directors or their respective affiliates, with any interested director abstaining from such review and approval.
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Indemnity by Sponsor
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Mana Capital
LLC, our sponsor, has agreed that it will be liable to us, if and to the extent any claims by a third party 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 amounts in the trust account to below $10.00 per share (whether or not the underwriter’s over-allotment option is exercised
in full) 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 underwriter 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, our sponsor will
not be responsible to the extent of any liability for such third-party claims. Our sponsor has been newly formed and 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 or promissory notes of our company. Therefore, our sponsor may not be able to satisfy
those obligations. We believe the likelihood
of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target
businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to
monies held in the trust account.
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Stockholder 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 stockholder approval of such initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder 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.
Notwithstanding
the foregoing, our initial stockholders
have agreed, pursuant to written letter agreements with us, not to redeem any public shares held by them into their pro rata share of
the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be
structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares.
If enough stockholders tender their shares so that we are unable to satisfy any applicable closing condition set forth in the definitive
agreement related to our initial business combination, or we would become subject to the SEC’s “penny stock” rules,
we will not consummate such initial business combination. The decision
as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders 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 stockholder approval. If
we so choose and we are legally permitted to do so, we will have the flexibility to avoid a stockholder vote and allow our stockholders
to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934, as amended, or Exchange Act, which
regulate issuer tender offers. 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.
Our amended and restated certificate of incorporation will provide
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
consummation of our initial business combination. Accordingly, we
will consummate our initial business combination only if upon
such consummation either our shares are listed on a national securities exchange as contemplated by Rule 3a51-1(a) under the Exchange
Act or we have net tangible assets (as determined in accordance with Rule 3a51-1(g) of the Exchange Act, or any successor rule) of at
least $5,000,001 (in either case, so that we are not subject to the SEC’s “penny stock” rules) and, if we seek stockholder
approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
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We have
sought to list our securities on the Nasdaq Global Market and chose our net tangible asset threshold of $5,000,001 upon completion
of a business combination 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.
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Our sponsor and officers and directors and their affiliates have agreed
(i) to vote their sponsor shares as well as any public shares acquired in or after this offering in favor of any proposed business combination,
(ii) not to propose an amendment to the Certificate of Incorporation, prior to a business combination, to affect the substance or timing
of the Company’s obligation to redeem all public shares if it cannot complete an business combination within nine months (or up
to 21 months) of the closing of this proposed offering, unless the Company provides public stockholders an opportunity to redeem their
public shares, (iii) not to redeem any shares in connection with a stockholder vote to approve a proposed initial business combination
or any amendment to our charter prior to the consummation of our initial business combination and (iv) not to sell any shares to us in
a tender offer in connection with any proposed initial business combination. As a result, if we sought stockholder approval of a proposed
transaction we could need as few as 2,325,001 of our public shares (or approximately 37.5% of our public shares) to be voted in favor
of the transaction in order to have such transaction approved (assuming the over-allotment option is not exercised and the founders do
not purchase any units in this offering or units or shares in the after-market). Further, assuming that only a quorum of 3,875,001 shares
of our common stock is present in person or by proxy at stockholder meeting to approve our initial business combination, if only the minimum
number of shares representing a quorum are voted, such approval would require the affirmative vote of 1,937,001 shares of our common stock,
which means that, in addition to our initial stockholders’ shares, we would need only 387,501, or approximately 6.25%, of the 6,200,000
public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination
approved (assuming the over-allotment option is not exercised and the founders do not purchase any units in this offering or units or
shares in the after-market).
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None of our sponsor, officers, directors or their affiliates has indicated any intention to purchase units in this offering or any units or shares of common stock 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 stockholders vote, or indicate an intention to vote, against a proposed business combination, or choose to redeem their shares, our founders, 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 or to increase the likelihood of satisfying any closing conditions. Notwithstanding the foregoing, our officers, directors, founders and their affiliates will not make purchases of shares of common stock 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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Redemption rights
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In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he or she is voting for or against such proposed business combination, to demand that we redeem his, her or its shares into a pro rata share of the trust account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the trust account less amounts necessary to pay our taxes). At any meeting called to approve an initial business combination, public stockholders may elect to redeem their share regardless of whether or not they vote to approve the business combination.
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Whether we elect to effectuate our initial business combination via stockholder vote or tender offer, we may require public stockholders, whether they are a record holder or hold their shares in “street name,” to either (i) physically tender their certificates (if any) 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 a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming holder. The foregoing is different from the procedures used by traditional blank check companies. In order to perfect redemption rights in connection with their business combinations, many traditional blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise its redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for it to deliver its certificate to verify ownership. As a result, the shareholder then had an “option window” after the consummation of the business combination during which it could monitor the price of the company’s stock in the market. If the price rose above the redemption price, it could sell its shares in the open market before actually delivering his shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become an “option” right surviving past the consummation of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the closing of the stockholder meeting ensures that a holder’s election to redeem is irrevocable once the business combination is completed.
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Liquidation if no business
combination
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Our amended and restated certificate of incorporation provides that we will
have only nine months (or up to 21 months) from the consummation of this offering to complete our initial business combination. If we
are unable to complete our initial business combination within such period, 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 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 earned on the trust account
(net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (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 our remaining stockholders and our Board of Directors, liquidate and dissolve.
There will be no redemption rights or liquidating distributions with respect to our warrants or rights which will expire worthless if
we fail to complete our initial business combination within the nine-month time period (or up to 21 month time period) from the consummation
of this offering.
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We may not have funds sufficient to pay or provide for all creditors’ claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable 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.
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Neither our sponsor nor any officer or director will participate in any liquidation distribution from our trust account with respect to the sponsor warrants or sponsor shares.
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We will pay the costs of liquidating the trust account from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has contractually agreed to advance us the funds necessary to complete such liquidation and has contractually agreed not to seek repayment for such expenses.
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Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote.
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Notwithstanding the foregoing description of redemptions rights, if we seek stockholder 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 certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 stockholders 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 management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Without this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against an initial business combination if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ 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 stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
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However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.
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Conflict of Interest
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Our Chief Executive Officer and chairman of the
board is associated with Ladenburg, Thalmann, the underwriter of this offering. Our sponsor has
agreed to transfer 150,000 of its sponsor shares and 100,000 of its private warrants
to Mr. Intrater upon, or subsequent to, the closing of our initial business combination.
As a result, Ladenburg, Thalmann is deemed to have a “conflict of interest” within the meaning of Rule 5121 of the
Financial Industry Regulatory Authority (“Rule 5121”). Accordingly, this offering is being made in compliance with the
applicable requirements of Rule 5121 which prohibits Ladenburg Thalmann from making sales to discretionary accounts without the prior
written approval of the account holder and requires that a “qualified independent underwriter,” as defined by FINRA, participate
in the preparation of the registration statement and exercise the usual standards of due diligence with respect to such document Rule
5121 requires that a “qualified independent underwriter,” as defined in Rule 5121, participate in the preparation of the
registration statement and prospectus and exercise the usual standards of due diligence with respect thereto. I-Bankers Securities, Inc.
has agreed to act as a “qualified independent underwriter” for this offering. We have agreed to indemnify I-Bankers Securities,
Inc. against certain liabilities incurred in connection with acting as a “qualified independent underwriter,” including liabilities
under the Securities Act. In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises
discretionary authority without the specific prior written approval of the account holder.
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Risk Factors
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 to offerings 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” beginning on page 24 of this prospectus.
Summary of Risk Factors
Our business is subject to numerous risks and
uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary.
These risks include, but are not limited to:
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•
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Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold
a vote, holders of our sponsor shares will participate in such vote, which means we may complete our initial business combination even
though a majority of our public stockholders do not support such a combination.
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•
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Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise
of your right to redeem your shares from us for cash.
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•
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Our search for a business combination, and any partner business with which we ultimately complete a business combination, may be materially
adversely affected by the recent coronavirus (COVID-19) pandemic, any worsening of the pandemic or other disease outbreaks and the status
of debt and equity markets.
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•
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We may not be able to complete our initial business combination
within nine months after the closing of this offering (or such later period, if extended), in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.
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•
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As the number of special purpose acquisition companies evaluating
targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase
the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business
combination.
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•
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If third parties bring claims against us, the funds held
in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.
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•
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We may not hold an annual general meeting until after the
consummation of our initial business combination, which could delay the opportunity for our stockholders to appoint directors.
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•
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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.
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•
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We are not required to obtain an opinion from an independent
investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source
that the price we are paying for the business is fair to our stockholders from a financial point of view.
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•
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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 stockholders’ investment in us.
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•
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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.
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•
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We do not have a specified maximum redemption threshold.
The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial
majority of our stockholders do not agree.
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•
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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.
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•
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Our initial stockholders control a substantial interest in
us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
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•
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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, directors or existing holders
which may raise potential conflicts of interest.
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•
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Since our sponsor, officers and directors will lose their
entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire
during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate
for our initial business combination.
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•
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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.
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•
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We may seek business combination opportunities in industries
or sectors that may be outside of our management’s areas of expertise.
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•
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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.
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•
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You will not have any rights or interests in funds from the
trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public
shares or warrants, potentially at a loss.
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•
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Our
initial stockholders paid an aggregate of $25,000, or approximately $0.0161 per sponsor share
and, accordingly, you will experience immediate and substantial dilution from the purchase
of shares of our common stock.
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•
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You will not be permitted to exercise your warrants unless
we register and qualify the underlying shares of common stock or certain exemptions are available.
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•
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We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.
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•
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We are a blank check company with no operating history and
no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
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•
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Past performance by our management team and their affiliates,
including investments and transactions in which they have participated and businesses with which they have been associated, may not be
indicative of future performance of an investment in the Company.
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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, and accordingly only balance sheet data is presented.
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June
30, 2021
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Actual
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As
Adjusted(1)
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Balance
Sheet Data:
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Working
capital (deficiency)
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$
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(46,147
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)
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$
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62,924,603
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Total
assets(2)
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105,000
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62,924,603
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Total
liabilities
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80,397
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--
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Value
of shares of common stock subject to possible redemption/tender(3)
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62,000,000
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Stockholders’
equity
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$
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24,603
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$
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924,603
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(1) Includes
$2,500,000 we will receive from the sale of the private warrants.
(2) The
“as adjusted” calculation equals actual stockholders’ equity of $24,603 as of June 30, 2021, plus $62,000,000 in cash
that will be held in trust from the proceeds of this offering, plus $900,000 in cash held outside the trust account (assuming the over-allotment
option was not exercised).
(3) The “as
adjusted” value of shares of common stock which may be redeemed for cash is derived by multiplying the number of shares of common
stock which may be redeemed.
The “as adjusted” information gives
effect to the sale of the units we are offering, including the application of the related gross proceeds and the payment of the estimated
remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid.
The “as adjusted” working capital
and total assets amounts include the $62,000,000 to be held in the trust account, which, except for limited situations described in this
prospectus, will be available to us only upon the consummation of a business combination within the time period described in this prospectus.
If a business combination is not so consummated, the trust account, less amounts we are permitted to withdraw as described in this prospectus,
will be distributed solely to our public stockholders (subject to our obligations under Delaware law to provide for claims of creditors).
Our
amended and restated certificate of incorporation will provide 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 consummation of our initial business combination. Accordingly, we
will consummate our initial business combination only if upon such consummation
either our shares are listed on a national securities exchange as contemplated by Rule 3a51-1(a) under the Exchange Act or we have net
tangible assets (as determined in accordance with Rule 3a51-1(g) of the Exchange Act, or any successor rule) of at least $5,000,001 (in
either case, so that we are not subject to the SEC’s “penny stock” rules) and, solely if we seek stockholder approval,
a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
RISK FACTORS
An investment in our securities
involves a high degree of risk. You should consider carefully the risks described below, which we believe represent the material risks
related to the offering, 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. This prospectus also
contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated
in the forward-looking statements as a result of specific factors, including the risks described below.
General Risks to Investing in a SPAC entity
and Completing a Business Combination
We are a newly formed company with no operating
history and no revenues and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.
We are a newly formed company
with no operating results, and we will not commence operations until obtaining funding through this offering. Therefore, our ability to
commence operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have an operating
history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire an operating
business. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) engaged
in any substantive discussions with representatives of other companies regarding the possibility of a potential business combination with
us. We will not generate any revenues until, at the earliest, after the consummation of a business combination. If we fail to complete
a 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 June 30, 2021, we had
$34,250 in cash and a working capital deficit of $46,147. 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 a 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.
The requirement 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 (less any taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time
of the execution of a definitive agreement for our initial business combination may limit the type and number of companies that we may
complete such a business combination with.
Pursuant to the Nasdaq listing
rules, 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 (less any taxes payable on interest earned and less any interest earned thereon that is released to
us for taxes) at the time of the execution of a definitive agreement for our initial business combination. This restriction may limit
the type and number of companies that we may complete an initial business combination with. If we are unable to locate a target business
or businesses that satisfy this fair market value test, we may be forced to liquidate and you will only be entitled to receive your pro
rata portion of the funds in the trust account. If Nasdaq delists our securities from trading on its exchange after this offering, we
would not be required to satisfy the fair market value requirement described above 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.
Our sponsor has the right to extend the term we have to consummate our
initial business combination, without providing our stockholders with redemption rights.
We
will have until nine months from the closing of this offering to consummate
our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within
nine months, our board of directors may extend the period of time to consummate a business combination up to twelve (12) times, each by
an additional one month period (for a total of up to 21 months to complete a business combination), subject to the authorization by our
board of directors and the deposit of additional funds into the trust account by our sponsor or its affiliates or designees as described
elsewhere in this prospectus. Our stockholders will not be entitled to vote or redeem their shares in connection with any such extension.
In order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or
designees must deposit into the trust account $206,667 (or $237,667 if the underwriters’ over-allotment option is exercised in full)
($0.0333 per share) for each one-month extension on or prior to the date of the applicable deadline, for each extension (or up to an aggregate
of $2,480,000 (or $2,852,000 if the underwriters’ over-allotment option is exercised in full), or $0.40 per share if we extend for
the full twelve months).
Any such payments may be made in the form of a non-interest-bearing
loan from our sponsor or its affiliates or designees and would be repaid, if at all, from funds released to us upon completion of our
initial business combination. Any obligation to repay such loans may reduce the amount available to us to pay as purchase price in our
initial business combination, and/or may reduce the amount of funds available to the combined company following the initial business combination.
This feature is different than the traditional special purpose acquisition company structure, in which any extension of the company’s
period to complete a business combination requires a vote of the company’s stockholders and stockholders have the right to redeem
their public shares in connection with such vote, and which do not provide the sponsor with the right to loan funds to the company to
fund extension payments.
Our sponsor may decide not to extend the term we have to consummate
our initial business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem
our public shares and liquidate, and the warrants and rights will be worthless.
We will have until nine months from the closing of this offering to consummate
our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within
nine months, we may extend the period of time to consummate a business combination up to twelve (12) times, each by an additional one
month period (for a total of up to 21 months to complete a business combination), subject to our board of directors authorizing such extension
and the sponsor depositing additional funds into the trust account as set out below. In order for the time available for us to consummate
our initial business combination to be extended, our sponsor or its affiliates or designees (which may include the potential target business)
must deposit into the trust account $206,667 (or $237,667 if the underwriters' over-allotment option is exercised in full) (approximately
$0.0333 per public share), on or prior to the date of the applicable deadline, for each extension (or up to an aggregate of $2,480,000
(or $2,852,000 if the underwriters' over-allotment option is exercised in full), or $0.40 per share if we extend for the full twelve months).
Any such payments may be made in the form of a loan made from our sponsor or its affiliates or designees to us. The terms of any such
promissory note to be issued in connection with any such loans have not yet been negotiated other than that any such loan would be interest
free and not be repaid unless we consummate a business combination. Such notes would either be paid upon consummation of our initial business
combination, or, at the lender's discretion, converted upon consummation of our business combination into additional private warrants
at a price of $1.00 per warrant. Consequently, such loans might not be made on the terms described in this prospectus. Our sponsor and
its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination.
If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust
account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. In such event, the warrants and rights will be worthless.
If we are unable to consummate a business combination, our public
stockholders may be forced to wait more than 21 months before receiving distributions from the trust account.
We will have nine months (or up to 21months)
from the consummation of this offering to complete a business combination. We have no obligation to return funds to investors prior to
such date unless we consummate a business combination prior thereto and only then in cases where investors have sought to redeem or sell
their shares to us. Only after the expiration of this full time period will public security holders be entitled to distributions from
the trust account if we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them
until after such date and to liquidate your investment, public security holders may be forced to sell their public shares or warrants,
potentially at a loss.
Our public stockholders may not be afforded an opportunity to vote on
our proposed initial business combination, which means we may complete our initial business combination even though a majority of our
public stockholders do not support such a combination.
We may not hold a stockholder vote to approve our
initial business combination unless the business combination would require stockholder approval under applicable law or stock exchange
listing requirements or if we decide to hold a stockholder vote for business or other reasons. For instance, the NYSE rules currently
allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder 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 stockholder
approval of such business combination. However, except as required by applicable law or stock exchange rules, the decision as to whether
we will seek stockholder approval of a proposed business combination or will allow stockholders 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.
Accordingly, we may consummate our initial business combination even if holders of a majority of our outstanding public shares do not
approve of the business combination we consummate. Please see “Proposed Business — Business Strategy” for additional
information.
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 stockholder
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 stockholder approval, public stockholders may not have the right or opportunity to
vote on the business combination. Accordingly, if we do not seek stockholder 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 stockholders in which we describe our
initial business combination.
The ability of our public stockholders 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 stockholders 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 stockholders 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 stock.
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 stock in the open market; however, at such time our stock 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 stock in the open market.
You will not be entitled to protections normally
afforded to investors of blank check companies.
Since the net proceeds of this offering are intended to be used to complete
a business combination with a target business that has not been identified, we may be deemed to be a “blank check” company
under the United States securities laws. However, since we will have sought to list our securities on the Nasdaq Global Market and will
file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by
the SEC to protect investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections
of those rules which would, for example, restrict the use of interest earned on the funds held in the trust account in all cases. Because
we are not subject to Rule 419, we will be entitled to withdraw certain interest earned on the funds held in the trust account prior to
the completion of a business combination.
If we determine to change our acquisition
criteria or guidelines, many of the disclosures contained in this prospectus would be rendered irrelevant and you would be investing in
our company without any basis on which to evaluate the potential target business we may acquire.
We could seek to deviate from the acquisition criteria
or guidelines disclosed in this prospectus although we have no current intention to do so. However, we are not obligated to adhere to
the acquisition criteria or guidelines disclosed in this prospectus and may determine to merge with or acquire a company with no operating
history, or in any industry we choose if the terms of the transaction are determined by us to be favorable to our public stockholders.
In such event, many of the acquisition criteria and guidelines set forth in this prospectus would be rendered irrelevant. Accordingly,
investors may be making an investment in our company without any basis on which to evaluate the potential target business we may acquire.
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 stockholders 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 stockholder approval of the transaction is required by applicable law
or stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to
attain stockholder 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 stockholders may receive only approximately $10.00 per share,
or less in certain circumstances, on the liquidation of our trust account and our warrants and rights will expire worthless.
If the net proceeds of this offering and
initial capitalization amounts from our sponsor which are not being held in trust are insufficient to allow us to operate for at least
the next nine to 21 months, we may be unable to complete a business combination.
We believe that, upon consummation of this offering,
the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 21 months, assuming
that a business combination is not consummated during that time. However, we cannot assure you that our estimates will be accurate. Accordingly,
if we use all of the funds held outside of the trust account, we may not have sufficient funds available with which to structure, negotiate
or close an initial business combination. In such event, we would need to borrow funds from our founders, officers or directors or their
affiliates to operate or may be forced to liquidate. Our founders, officers, directors and their affiliates may, but are not obligated
to, loan us funds, from time to time or at any time, in whatever amount that they deem reasonable in their sole discretion for our working
capital needs. Each working capital loan would be evidenced by a promissory note. The working capital notes would either be paid upon
consummation of our initial business combination, without interest, or, at holder’s discretion, an amount not to exceed $2,400,000,
may be converted into working capital warrants at a price of $1.00 per warrant with an exercise price of $11.50 per share. We may not
be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively
impact the analysis regarding our ability to continue as a going concern at such time.
We believe that, upon the closing of this offering,
the funds available to us outside of the trust account will be sufficient to allow us to operate for at least 21 months following the
closing of this offering; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion
of the funds available to us to pay commitment fees for financing, fees to consultants to assist us with our search for a target business
or as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep
target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such
target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.
If we entered into an agreement where we paid for the right to receive exclusivity from a target business and were subsequently required
to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for,
or conduct due diligence with respect to, a prospective target business. If we are unable to complete our initial business combination,
our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust
account and our warrants and rights will expire worthless.
If a stockholder 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 proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business
combination. Despite our compliance with these rules, if a stockholder fails to receive our proxy solicitation or tender offer materials,
as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender
offer 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
redeem or tender public shares. For example, we may require our public stockholders 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 or proxy materials documents mailed to such holders, or up to two business days prior to the
scheduled vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their
shares to the transfer agent electronically. In the event that a stockholder fails to comply with these procedures, its shares may
not be redeemed.
You will not have any rights or interests
in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced
to sell your public shares or warrants, potentially at a loss.
Our public stockholders will be entitled to receive
funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in
connection with those shares of common stock that such stockholder properly elected to redeem, subject to the limitations described herein,
(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our Certificate of Incorporation
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 nine months (or 21 months) from the closing of this offering and (iii) the redemption of our public shares if we are unable to
complete an initial business combination within nine months (or 21 months) from the closing of this offering, subject to applicable law
and as further described herein. In addition, if we have not completed an initial business combination within the required time period
for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then existing stockholders for approval
prior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond the
end of such period before they receive funds from our trust account. In no other circumstances will a public stockholder have any right
or interest of any kind in the trust account. Holders of warrants and rights will not have any right to the proceeds held in the trust
account with respect to the warrants and rights. Accordingly, to liquidate your investment, you may be forced to sell your public shares,
warrants, or rights, potentially at a loss.
If third parties bring claims against us,
the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.00.
Our
placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors and
service providers we engage and prospective target businesses we negotiate with 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 stockholders, they may not execute such agreements. 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 an advantage with respect to a claim
against our assets, including the funds held in the trust account. A court may not uphold the validity of such agreements. Making such
a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target
businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue. 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. Accordingly,
the proceeds held in trust could be subject to claims which could take priority over those of our public stockholders.
If we are unable to complete a business combination
and distribute the proceeds held in trust to our public stockholders, our sponsor has agreed (subject to certain exceptions described
elsewhere in this prospectus) that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per
share 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. We believe that the primary assets of the sponsor are comprised of our securities and therefore we cannot
assure you it will have sufficient liquid assets to satisfy such obligations if it is required to do so. Therefore, the per-share distribution
from the trust account may be less than $10.00, plus interest, due to such claims.
Additionally, if we are forced to file a bankruptcy
case or an involuntary bankruptcy case is filed against us which 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 stockholders. To the extent any bankruptcy claims deplete the trust account, we may not be able to return to our public
stockholders at least $10.00.
Our directors may decide not to enforce our
sponsors indemnification obligations, resulting in a reduction in the amount of funds in the trust account available for distribution
to our public stockholders.
In
the event that the proceeds in the trust account are reduced below $10.00 per public share 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 such 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. For example, the cost of such legal action may be deemed by the independent directors to be too
high relative to the amount recoverable or the independent directors may determine that a favorable outcome is not likely. 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 stockholders may be reduced below $10.00 per share.
We may not have sufficient funds to satisfy
indemnification claims of our directors and executive officers.
We have agreed to indemnify our officers and directors
to the fullest extent permitted by law. However, 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 to not seek recourse against the trust account for any reason whatsoever. Accordingly,
any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii)
we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from
bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of
reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might
otherwise benefit us and our stockholders. Furthermore, a stockholder’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.
Our
stockholders may be held liable for claims by third parties against us to the extent of distributions received
by them.
Under the Delaware General Corporation Law, or the
DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them
in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares
in the event we do not complete our initial business combination within the required time period may be considered a liquidating distribution
under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that
it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought
against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting
period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution
is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any
liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our
public shares as soon as reasonably possible following the ninth (9th) month from the closing of this offering (or the end
of any Extension Period) in the event we do not complete our initial business combination and, therefore, we do not intend to comply with
the foregoing procedures.
Because we do not intend to comply with Section 280,
Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment
of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution.
However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective
target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, etc.)
or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.
We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could
potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders
may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public
stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the required
time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful,
then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful
redemption distribution, instead of three years, as in the case of a liquidating distribution.
If we seek stockholder approval of our initial business combination,
our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders
vote.
Unlike
other blank check companies in which the initial stockholders agree
to vote their sponsor shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial
business combination, our sponsor, officers and directors have agreed (and any permitted transferees will agree), pursuant to the terms
of a letter agreement entered into with us, to vote any sponsor shares held by them, as well as any public shares purchased during or
after this offering, in favor of our initial business combination. We expect that our sponsor and its permitted transferees will own approximately
20% of our issued and outstanding shares at the time of any such stockholder vote (assuming it does not purchase units in this offering,
and not taking into account ownership of the private placement warrants). As a result, in addition to our initial stockholder’s
sponsor shares, we would need only 2,325,001, or approximately 37.5%, of the 6,200,000 public shares sold in this offering to be voted
in favor of a transaction in order to have our initial business combination approved (assuming the over-allotment option is not exercised
and the founders do not purchase any units in this offering or units or shares in the after-market). Further, assuming that only a quorum
of 3,875,001 shares of our common stock is present in person or by proxy at stockholder meeting to approve our initial business combination,
if only the minimum number of shares representing a quorum are voted, such approval would require the affirmative vote of 1,937,001 shares
of our common stock, which means that, in addition to our initial stockholders’ shares, we would need only 387,501, or approximately
6.25%, of the 6,200,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our
initial business combination approved (assuming the over-allotment option is not exercised and the founders do not purchase any units
in this offering or units or shares in the after-market). Accordingly, if we seek stockholder approval of our initial business combination,
it is more likely that the necessary stockholder approval will be received than would be the cast if such persons agreed to vote their
sponsor shares in accordance with the majority of the votes cast by our public stockholders.
Our search for a business combination, and any target business with
which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and the status of
debt and equity markets.
In December 2019, a novel strain of coronavirus was
reported to have surfaced, which has and is continuing to spread throughout the world. On January 30, 2020, the World Health Organization
declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and
Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community
in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.”
The COVID-19 outbreak has resulted in a widespread health crisis that has adversely affected economies and financial markets worldwide,
business operations and the conduct of commerce generally, and the business of any potential target business with which we consummate
a business combination could be, or may already have been, materially and adversely affected. Furthermore, we may be unable to complete
a business combination if concerns relating to COVID-19 continue to restrict travel or limit the ability to have meetings with potential
investors, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction
in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which
are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions
to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue
for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we
ultimately consummate a business combination, may be materially adversely affected.
In addition, our ability to consummate a transaction
may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a
result of increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable to
us or at all.
If we seek stockholder approval of our initial business combination,
our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence
a vote on a proposed business combination and reduce the public “float” of our common stock.
If we seek stockholder 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 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, although they are under no obligation to do so.
Such a purchase may include a contractual acknowledgement that such stockholder, 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 their affiliates purchase shares in privately negotiated transactions from public stockholders who have already
elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their
shares. The price per share paid in any such transaction may be different than the amount per share a public stockholder 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 the business combination and thereby increase the likelihood of obtaining stockholder approval of the 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.
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 common stock 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 we are unable to complete our initial business combination, our public
stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption, and our warrants and
rights 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 placement units, 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, if we are obligated to pay cash for the shares of
common stock redeemed and, in the event we seek stockholder approval of our initial business combination, we make purchases of our shares,
potentially reducing 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
stockholders may receive only approximately $10.00 per share (or less in certain circumstances) on the liquidation of our trust account
and our warrants and rights will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per
share on the redemption of their shares.
Because we are neither limited to evaluating target businesses in a
particular industry, sector or geographic area nor have we selected 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 seek to complete a business combination with
an operating company in any industry, sector or geographic area. However, we will not, under our amended and restated certificate of incorporation,
be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations.
Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis
to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity,
financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent
in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking
an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable
or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target
business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will 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 also cannot assure you that an investment in our units
will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination
target. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business
combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy
for such reduction in value.
We likely will pursue one business combination
with the proceeds of this offering, which will cause us to be solely dependent on a single business which may have a limited number of
products or services.
It is likely we will consummate
a business combination with a single target business, although we have the ability to simultaneously acquire several target businesses.
By consummating a business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive
and regulatory developments. 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:
• solely
dependent upon the performance of a single business, or
• dependent
upon the development or market acceptance of a single or limited number of products, processes or services.
This lack of diversification
may 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.
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 (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 will likely 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 will likely seek to effectuate our initial business combination with a privately held company. By definition, 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 provided by the target company, which may result in a business combination
with a company that is not as profitable as we suspected, if at all.
The ability of our stockholders to exercise
their redemption rights or sell their shares to us in a tender offer may not allow us to effectuate the most desirable business combination
or optimize our capital structure.
If our business combination
requires us to use substantially all of our cash to pay the purchase price for the target business, because we will not know how many
stockholders may exercise redemption rights or seek to sell their shares to us in a tender offer, we may need to arrange third party financing
to help fund our business combination. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring
indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available
to us.
In connection with any vote to approve a
business combination, we will offer each public stockholder the option to vote in favor of a proposed business combination and still seek
redemption of his, her or its shares.
In connection with any vote
to approve a business combination, we will offer each public stockholder (but not our founders, officers or directors) the right to have
his, her or its shares of common stock redeemed for cash (subject to the limitations described elsewhere in this prospectus) regardless
of whether such stockholder votes for or against such proposed business combination. This ability to seek redemption while voting in favor
of our proposed business combination may make it more likely that we will consummate a business combination.
In connection with any stockholder meeting
called to approve a proposed initial business combination, we may require stockholders who wish to redeem their shares in connection with
a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise
their redemption rights prior to the deadline for exercising their redemption rights.
In connection with any stockholder
meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether
he is voting for or against such proposed business combination, to demand that we redeem his or her shares into a pro rata share of the
trust account as of two business days prior to the consummation of the initial business combination. We may require public stockholders
who wish to redeem their shares in connection with a proposed business combination to either (i) tender their certificates (if any) to
our transfer agent or (ii) deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) System, at the holders’ 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. In order to obtain a physical share certificate, a stockholder’s
broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any
control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate.
While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly,
if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet
the deadline for exercising their redemption rights and thus may be unable to redeem their shares.
If, in connection with any stockholder meeting
called to approve a proposed business combination, we require public stockholders who wish to redeem their shares to comply with specific
requirements for redemption, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the
proposed business combination is not approved.
We may require our public stockholders 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 vote on the proposal to approve the 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, rather than simply voting against the initial business combination at the holder’s option. The tender offer or
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 stockholders to satisfy such delivery requirements, which will include the requirement that
a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the
time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled
vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise
its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the
case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote.
However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional
notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it
is advisable for stockholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or delivering them through The Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) System. The transfer agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether
or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders
seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights
regardless of the timing of when such delivery must be effectuated.
The foregoing is different from the procedures used
by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check
companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply
vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her
redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him or her to
deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion
of the business combination during which he or she could monitor the price of the company’s stock in the market. If the price rose
above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to
the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder
meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder
delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s
election to redeem is irrevocable once the business combination is approved.
Any request to redeem such shares, once made, may
be withdrawn at any time up to the date set forth in the tender offer materials or two business days prior to the scheduled date of the
stockholder meeting set forth in our proxy materials, as applicable (unless we elect to allow additional withdrawal rights). Furthermore,
if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior
to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate
(physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem
their shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination is not approved
or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem
their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.
If our initial proposed business combination is not
completed, we may continue to try to complete a business combination until nine months from the consummation of this offering or during
any extension period.
If we seek stockholder 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 stockholders
are deemed to hold in excess of 15% of our common stock, you will lose the ability to redeem all such shares in excess of 15% of our common
stock.
If we seek stockholder 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 certificate of incorporation will provide that a public stockholder, together with any
affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined
under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15%
of the shares sold in this offering without our prior consent, which we refer to as the “Excess Shares.” However, we would
not be restricting our stockholders’ 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 stock in open market transactions, potentially at a loss.
Because
of our structure limited resources and the significant competition
for business combination opportunities, other companies may have a competitive advantage and we may not be able to consummate an attractive
business combination.
We
expect to encounter intense competition from entities other than blank check companies having a business objective similar to ours, including
private investors (which may be individuals or investment partnerships), venture
capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established
and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors
possess greater technical, human and other resources than we do and our financial resources will be relatively limited when compared to
those of many of these competitors. While we believe that there are numerous potential target businesses that we could acquire with the
net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available
financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
Our
obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available
to us for our initial business combination may not be viewed favorably by target businesses. Furthermore,
seeking stockholder approval or engaging in a tender offer in connection with any proposed business combination may delay the consummation
of such a transaction. Additionally, our outstanding rights and warrants, and the future dilution they potentially represent, may not
be viewed favorably by certain target businesses. Any of the foregoing may place us at a competitive disadvantage in successfully negotiating
and consummating a business combination.
We may be unable to obtain additional financing,
if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to
restructure or abandon a particular business combination.
Although we believe that the net proceeds of this
offering will be sufficient to allow us to consummate a business combination, because we have not yet identified a prospective target
business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering prove to be
insufficient, either because of the size of the business combination, the depletion of the available net proceeds in search of a target
business, or the obligation to redeem for cash a significant number of shares from stockholders seeking redemption, we will be required
to seek additional financing. Such financing may not be available on acceptable terms, if at all. To the extent that additional financing
proves to be unavailable when needed to consummate a particular 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, if we consummate
a business combination, we may require additional 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 founders,
officers, directors or stockholders is required to provide any financing to us in connection with or after a business combination. If
we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or
less in certain circumstances, on the liquidation of our trust account, and our warrants and rights will expire worthless.
The determination for the offering price
of our units is more arbitrary than the pricing of securities for an operating company in a particular industry.
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 and rights were negotiated between
us and Ladenburg Thalmann, the representative of the underwriters. Factors considered in determining the prices and terms of the units,
including the shares of common stock, warrants and rights included in underlying the units, include:
• the
history and prospects of companies whose principal business is the acquisition of other companies;
• prior
offerings of those companies;
• our
prospects for acquiring an operating business at attractive values;
• our
capital structure;
• an
assessment of our management and their experience in identifying operating companies; and
• general
conditions of the securities markets at the time of the offering.
However, although these factors
were considered, the determination of our offering price is more arbitrary than the pricing of securities for an operating company in
a particular industry since we have no historical operations or financial results to compare them to.
If we do not conduct an adequate due diligence
investigation of a target business, we may be required to subsequently 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 our stock price, which
could cause you to lose some or all of your investment.
We must conduct a due diligence investigation of
the target businesses we intend to acquire. Intensive due diligence is time consuming and expensive due to the operations, accounting,
finance and legal professionals who must be involved in the due diligence process. Even if we conduct extensive due diligence on a target
business, this diligence may not reveal all material issues that may affect a particular target business, and factors outside the control
of the target business and outside of our control may later arise. If our diligence fails to identify issues specific to a target business,
industry or the environment in which the target business operates, 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 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 shares of common stock. 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.
The requirement that we complete an initial business combination
within nine months (or up to 21months) from the closing of this offering may give potential target businesses leverage over us in negotiating
a business combination.
We will have nine months (or up to 21months) from
the closing of this offering to complete an initial business combination. Any potential target business with which we enter into negotiations
concerning a business combination will be aware of this requirement. Consequently, such target business may obtain leverage over us in
negotiating a business combination, knowing that if we do not complete a business combination with that particular target business, we
may be unable to complete a business combination with any other target business. This risk will increase as we get closer to the time
limit referenced above. 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 obtain a fairness opinion with
respect to the target business that we seek to acquire and therefore you may be relying solely on the judgment of our Board of Directors
in approving a proposed business combination.
We will only be required to obtain a fairness opinion
with respect to the target business that we seek to acquire if it is an entity that is affiliated with any of our officers, directors
or founders. In all other instances, we will have no obligation to obtain an opinion. Accordingly, investors will be relying solely on
the judgment of our Board of Directors in approving a proposed business combination. In addition, investors may not be provided with a
copy of any such fairness opinion.
Resources could be spent researching acquisitions
that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
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 a decision is made not
to complete a specific business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate the 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.
We may seek acquisition opportunities in acquisition targets that may
be outside of our management’s areas of expertise.
Although we expect to
focus our search for a target business in the healthcare, technology,
green economy and consumer products sectors. We will consider a business combination outside of our management’s areas of expertise
if such business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity
for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s
expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the
areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result,
our management may not be able to adequately ascertain or assess all of the significant risk factors relevant to such acquisition. Accordingly,
any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination could
suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction
in value.
We may have a 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, any stockholders or warrant holders who choose to remain a stockholder or warrant holder
following our initial business combination could suffer a reduction in the value of their securities. Such stockholders 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. As a
result, we may need to reconstitute the management team of the post-transaction company in connection with our initial business combination,
which may adversely impact our ability to complete an acquisition in a timely manner or at all.
Ladenburg Thalmann may have a conflict of interest in rendering services
to us in connection with our initial business combination.
Prior to the consummation of this offering, we will
enter into a Business Combination Marketing Agreement with Ladenburg Thalmann. Pursuant to this agreement, Ladenburg Thalmann will provide
certain specified services to us in connection with our initial business combination, though such services will not include the provision
of any M&A-related advisory services. This agreement will provide that we will pay Ladenburg Thalmann the Marketing Fee for such services
upon the consummation of our initial business combination in an amount equal to, in the aggregate, 2.5% of the gross proceeds of this
offering. In the ordinary course of business, Ladenburg Thalmann and its affiliates may at any time hold long or short positions, and
may trade or otherwise effect transactions, for its own account and the accounts of customers, in the debt or equity securities of us,
our affiliates or other entities that may be involved in the transactions contemplated by the Business Combination Marketing Agreement,
and may provide advisory and other services to one or more actual or potential business combination targets, investors or other parties
to any business combination or other transaction entered into by us, for which services Ladenburg Thalmann or one or more of its affiliates
may be paid fees, including fees conditioned upon the closing of a particular business combination or other transaction or transactions.
This financial interest may result in Ladenburg Thalmann having a conflict of interest when providing the services to us in connection
with an initial business combination. See “Underwriting — Business Combination Marketing Agreement.”
We do not have a specified maximum redemption threshold. The absence
of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority
of our stockholders do not agree.
Our amended and restated certificate of incorporation
will not provide a specified maximum redemption threshold, except that in no event will we redeem, upon our initial business combination,
our public shares in an amount that would cause our net tangible assets to be less than $5,000,001, nor will we consummate our initial
business combination if we would otherwise become subject to the SEC’s “penny stock” rules. As a result, we may be
able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the
transaction and have redeemed their shares or, if we seek stockholder 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 founders, officers, directors, advisors or any of their respective affiliates. In the event the
aggregate cash consideration we would be required to pay for all shares of common stock 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 shares of common stock submitted for
redemption will be returned to the holders thereof, and we instead may search for an alternate business combination (including, potentially,
with the same target).
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, including their warrant
agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments,
including our warrant agreement, in a manner that will make it easier for us to complete our initial business combination that some of
our stockholders or warrant holders 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, including
their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption
thresholds, extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant
agreements to require the warrants to be exchanged for cash and/or other securities. We cannot assure you that we will not seek to amend
our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial
business combination. To the extent any such amendment would be deemed to fundamentally change the nature of any of the securities offered
through the registration statement of which this prospectus forms a part, we would register, or seek an exemption from registration for,
the affected securities.
Risks Relating to the Post-Business Combination
Company
Our management may not have control of a target
business after our initial business combination. We cannot provide assurance that 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 stockholders own shares will own less than 100% of the equity
interests or assets of a target business, 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 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 stockholders
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 the business combination. For example, we could pursue a transaction in which we issue
a substantial number of new shares of common stock in exchange for all of the outstanding capital stock 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 shares of common stock,
our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent
to such transaction. In addition, other minority stockholders 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 control of the target business.
If, after we distribute the proceeds in the
trust account to our public stockholders, we file a bankruptcy petition or an involuntary 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 stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy
court could seek to recover some or all amounts received by our stockholders. 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, thereby exposing itself and us to claims of punitive damages,
by paying public stockholders 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 stockholders, we file a bankruptcy petition or an involuntary 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 stockholders and the per-share amount
that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the
proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition 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 stockholders. To the extent any
bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with
our liquidation may be reduced.
If our management following our initial business
combination is unfamiliar with United States 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, certain members or all of our management team will likely resign from their positions as officers or directors of the company
and the management of the target business at the time of the business combination will remain in place. Management of the target business
may not be familiar with United States securities laws. If new management is unfamiliar with our 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.
If we are deemed to be an investment company,
we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for
us to complete a business combination.
A
company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business
of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment company under the Investment
Company Act, as amended, or the Investment Company Act. Since we will invest the proceeds held in the trust account, it is possible that
we could be deemed an investment company. Notwithstanding the foregoing, we do not believe that our anticipated principal activities will
subject us to the Investment Company Act. To this end, the proceeds held in trust may be invested by the trustee only in United States
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days
or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest
only in direct U.S. government treasury obligations. By restricting the investment of the proceeds to these instruments, and
by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses
in the manner of a merchant bank or private equity fund), we intend to
meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act.
If we are nevertheless deemed
to be an investment company under the Investment Company Act, we may be subject to certain restrictions that may make it more difficult
for us to complete a business combination, including:
• restrictions
on the nature of our investments; and
• restrictions
on the issuance of securities.
In
addition, we may have imposed upon us certain burdensome requirements, including:
• registration
as an investment company;
• adoption
of a specific form of corporate structure; and
• reporting,
record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.
Compliance with these additional
regulatory burdens would require additional expense for which we have not allotted.
The securities in which we invest the funds held in the trust account
could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount
received by public stockholders may be less than $10.00 per share.
The proceeds held in the trust account will be invested
only in U.S. government treasury obligations with a maturity of 180 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S.
government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in
recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the
Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event
that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and
articles of association, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the trust account,
plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination,
$50,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption
amount received by public stockholders may be less than $10.00 per share.
Risks Relating to our Management and Directors
Our ability to successfully effect a business
combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us
following a business combination. While we intend to closely scrutinize any individuals we engage after a business combination, we cannot
assure you that our assessment of these individuals will prove to be correct.
Our ability to successfully effect a business combination
is dependent upon the efforts of our key personnel. We believe that our success depends on the continued service of our key personnel,
at least until we have consummated our initial business combination. We cannot assure you that any of our key personnel will remain with
us for the immediate or foreseeable future, either due to health conditions or otherwise. In addition, none of our officers is required
to commit any specified amount of time to our affairs and, accordingly, our officers will have conflicts of interest in allocating management
time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
We do not have employment agreements with, or key-man insurance on the life of, any of our officers. The unexpected loss of the services
of our key personnel could have a detrimental effect on us.
The role of our key personnel after a business
combination, however, cannot presently be ascertained. Although some of our key personnel may serve in senior management or as members
of the Board of Directors or advisory positions following a business combination, it is likely that most, if not all, of the management
of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after a 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 public company which could cause us to have to expend time and resources helping them become familiar with such requirements.
This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.
Our officers and directors may not have significant
experience or knowledge regarding the jurisdiction or industry of the target business we may seek to acquire.
We may consummate a business combination with a
target business in any geographic location or industry we choose. We cannot assure you that our officers and directors will have enough
experience or have sufficient knowledge relating to the jurisdiction of the target or its industry to make an informed decision regarding
a business combination.
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 a 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 will be able to remain with the company after the consummation of a business combination only if they are able to negotiate
employment or consulting agreements or other appropriate arrangements 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 the company after the consummation of the business
combination. Such negotiations also could make such key personnel’s
retention or resignation a condition to any such agreement. The personal
and financial interests of such individuals may influence their motivation in identifying and selecting a target business.
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 could have a negative impact on our ability to consummate a business combination.
Our
officers and directors are officers and/or directors of other companies and will not commit their full time to our affairs. We presently
expect each of our employees to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to
have any full-time employees prior to the consummation of 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 responsibilities. 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. The foregoing could have a negative impact on our ability to consummate our
initial business combination.
Our sponsor, officers and directors may
have a conflict of interest in determining whether a particular target business is appropriate for a business combination.
Our sponsor and officers and directors have waived
their right to redeem their sponsor shares or any other shares purchased in this offering or thereafter, or to receive distributions from
the trust account with respect to their sponsor shares upon our liquidation if we are unable to consummate a business combination. Accordingly,
the shares and any private warrants acquired prior to this offering will be worthless if we do not consummate a business combination.
The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting
a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying
and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing
of a particular business combination are appropriate and, in our stockholders’, best interest. This risk may become more acute
as the deadline for completing our initial business combination nears.
Our officers and directors or their affiliates
have pre-existing fiduciary and contractual obligations and accordingly, may have conflicts of interest in determining to which entity
a particular business opportunity should be presented.
Our
officers and directors or their affiliates have pre-existing fiduciary and contractual obligations to other companies. Accordingly, they
may participate in transactions and have obligations that may be in conflict or competition with our consummation of our initial business
combination. Additionally, a potential target business may be presented by our management team to another entity prior to its presentation
to us and we may not be afforded the opportunity to engage in a transaction with such target business. Our
amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any
director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer
of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for
us to pursue. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for
one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations
and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject
the opportunity and he or she determines to present the opportunity to us.
For example, our Chief Executive Officer is affiliated
with Ladenburg, Thalmann, which is also the underwriter in this offering. He owes a pre-existing fiduciary duty to Ladenburg, Thalmann
and will present opportunities to them prior to presenting them to us, if, for example, a potential target company is open to either raising
funds in an offering or engaging in a transaction with a SPAC. This may limit the number of potential targets they present to us for purposes
of completing a business combination.
These
conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation
to us. For a more detailed description of the pre-existing fiduciary and contractual obligations of our management team,
and the potential conflicts of interest that such obligations may present, see the section titled “Management — Conflicts
of Interest.”
Our officers and directors and their affiliates
will control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.
Upon consummation of our offering, our sponsor, officers and directors
and their affiliates will own approximately 20% of our issued and outstanding shares of common stock (assuming they do not purchase any
units in this offering and excluding accounting for any private warrants). None of the sponsor or our officers, directors or their affiliates
has indicated any intention to purchase units in this offering or any units or shares of common stock from persons in the open market
or in private transactions. However, our sponsor, officers, directors or their affiliates could determine in the future to make such purchases
in the open market or in private transactions, to the extent permitted by law, in order to influence the vote or magnitude of the number
of stockholders seeking to tender their shares to us. If we are unable to complete our initial business combination, our public stockholders
may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants
and rights will expire worthless. In connection with any vote for a proposed business combination, our sponsor officers and directors
have agreed to vote their sponsor shares, as well as any public shares acquired in or after this offering in favor of any proposed business
combination.
Past performance by members of our management team and their respective
affiliates may not be indicative of future performance of an investment in us.
Information regarding performance by, or businesses
associated with, members of our management team and their respective affiliates, is presented for informational purposes only. Any past
experience and performance, including related to acquisitions, of members of our management team and their respective affiliates, is
not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination;
or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical
record of our management team’s or their affiliates’ performance, as indicative of the future performance of an investment
in us or the returns we will, or are likely to, generate going forward.
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 one or more of our sponsors, directors or officers. We do not 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.
We may engage in a business combination with one or more target businesses
that have relationships with entities that may be affiliated with our initial stockholders, officers or directors which may raise potential
conflicts of interest.
In light of the involvement of our initial stockholders,
officers and directors, and their affiliates with other businesses, we may decide to acquire one or more businesses affiliated with or
competitive with our initial stockholders, officers and directors, and their respective affiliates. Our directors also serve as officers
and/or 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 initial stockholders, 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 substantive 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 — 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. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of
FINRA or from an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination
with one or more domestic or international businesses affiliated with our sponsors, officers or directors, potential conflicts of interest
still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they
would be absent any conflicts of interest.
Moreover, we may, at our option, pursue an affiliated
joint acquisition opportunity with an initial stockholder or one of their affiliates or with other entities to which an officer or director
has a fiduciary, contractual or other obligation or duty. Any such parties may co-invest with us in the target business at the time of
our initial business combination, or we could raise additional proceeds to complete the acquisition by making a future issuance of securities
to any such parties, which may give rise to certain conflicts of interest.
Risk Related to Our Securities
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.
Stockholders 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.
We may amend the terms of the warrants in
a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding 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.
The warrant agreement requires the approval by the holders of at least a majority of the then outstanding warrants in order to make any
change that adversely affects the interests of the registered holders. 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,
convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number
of shares of our common stock purchasable upon exercise of a warrant.
We may amend the terms of the rights in
a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding rights.
Our rights will be issued in registered form under a rights agreement between
Continental Stock Transfer & Trust Company, as rights agent, and us. The rights agreement provides that the terms of the rights may
be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The rights agreement requires the
approval by the holders of a majority of the then outstanding rights in order to make any change that adversely affects the interests
of the registered holders.
A provision of our warrant agreement for
the Public Warrants may make it more difficult for us to consummate an initial business combination.
Unlike most blank check companies, if
(i) we issue additional shares of common stock 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 share; (ii) 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 (iii) the volume weighted average
trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate
our initial business combination (“Market Price”) 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 Market 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 Market Value. This term of the warrants may make it more difficult
for us to consummate an initial business combination with a target business because the target entity owners may find such adjustment
objectionable.
Nasdaq may delist our securities from quotation
on its exchange which could limit investors’ ability to make transactions in our securities and subject us to additional trading
restrictions.
We anticipate that our securities will be listed
on Nasdaq, a national securities exchange, upon consummation of this offering. 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 requires that we meet certain requirements
relating to market capitalization, aggregate market value of publicly held shares, bid price and distribution requirements, we cannot
assure you that our securities will continue to be listed on Nasdaq in the future prior to an initial business combination. Additionally,
in connection with our initial business combination, Nasdaq will require us to file a new initial listing application and meet its initial
listing 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 our securities from trading on
its exchange, we could face significant material adverse consequences, including:
• a
limited availability of market quotations for our securities;
• reduced
liquidity with respect to our securities;
• a
determination that our shares of common stock are “penny stock” which will require brokers trading in our shares of common
stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for
our shares of common stock;
• a
limited amount of media and analyst coverage of our company; and
• a
decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or pre-empts 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 shares of common stock, warrants, and rights
will be listed on the Nasdaq Global Market, our units, shares of common stock, warrants, and rights will be covered securities. 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 be covered securities and we would be subject to regulation
in each state in which we offer our securities.
We may issue shares of our capital stock
or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and could cause a change
in control of our ownership.
As of the date of this preliminary prospectus, our Certificate of Incorporation
authorizes the issuance of up to 300,000,000 shares of common stock, $0.00001 par value, and 100,000,000 shares of preferred stock, $0.00001
par value. Immediately after this offering (assuming no exercise of the over-allotment option), there will be 285,764,286 authorized but
unissued shares of common stock available for issuance (after appropriate reservation for the issuance of the shares underlying the public
and private warrants and the rights, but excluding any working capital warrants). Although we have no commitment as of the date of this
preliminary prospectus, we may issue a substantial number of additional shares of common stock or preferred stock, or a combination of
shares of common stock and preferred stock, to obtain additional working capital or to complete a business combination. The issuance of
additional shares of common stock or preferred stock will not reduce the per-share redemption amount in the trust account, but:
• may
significantly reduce the equity interest of investors in this offering;
• may
subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded
to our shares of common stock;
• may
cause a change in control if a substantial number of shares of common stock 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
• may
adversely affect prevailing market prices for our shares of common stock.
Similarly, if we issue debt securities, it could
result in:
• default
and foreclosure on our assets if our operating revenues after a 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 security is payable on demand; and
• our
inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing
while the debt security is outstanding.
• our
inability to pay dividends on our common stock;
• 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 common stock 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.
If we incur indebtedness, our lenders will not
have a claim on the cash in the trust account and such indebtedness will not decrease the per-share redemption amount in the trust account.
Our founders paid an aggregate of $25,000
or approximately an average of $0.0161 per share, for the sponsor shares and, accordingly, you will experience immediate and substantial
dilution from the purchase of our shares of common stock.
The difference between the public offering price per share (allocating
all of the unit purchase price to the shares of common stock and none to the rights or warrants included in the units) and the pro forma
net tangible book value per share after this offering constitutes the dilution to the investors in this offering. Our founders acquired
the sponsor shares at a nominal price, significantly contributing to this dilution. Upon the consummation of this offering, and assuming
no value is ascribed to the warrants included in the units, you and the other public stockholders will incur an immediate and substantial
dilution of approximately 95.7% (or $8.37 per share) (assuming no exercise of the underwriters’ over-allotment option) (or 96.2%,
or $8.42 per share if the over-allotment is exercised in full), the difference between the pro forma net tangible book value per share
of $0.38 (or $0.33 if the over-allotment is exercised in full) and the effective initial offering price of $8.75 per unit (adjusted to
include the value of the rights.
Our outstanding warrants and rights may
have an adverse effect on the market price of our shares of common stock and make it more difficult to effect a business combination.
We will be issuing warrants and rights to receive
shares of common stock as part of the units offered by this prospectus and also issuing additional warrants to our sponsor (or its designees)
in various private placements. Additionally, we may issue other warrants to our officers, directors or their affiliates in payment of
any loans to extend the time period within which we must complete our initial business combination and working capital loans made to us
as described in this prospectus. To the extent we issue shares of common stock to effect a business combination, the potential for the
issuance of a substantial number of additional shares upon the exercise of any warrants could make us a less attractive acquisition vehicle
in the eyes of a target business. Such securities, when exercised, will increase the number of issued and outstanding shares of common
stock and reduce the value of the shares issued to complete the business combination. Accordingly, our warrants and rights may make it
more difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally, the issuance,
or even the possibility of issuance, of the shares underlying the warrants could have an adverse effect on the market price for our securities
or on our ability to obtain future financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.
If our security holders exercise their registration
rights, it may have an adverse effect on the market price of our shares of common stock and the existence of these rights may make it
more difficult to effect a business combination.
Pursuant to an agreement to be entered into on
or prior to the consummation of this offering, our founders and their permitted transferees are entitled to make a demand that we register
the resale of any shares of common stock, warrants (including working capital
warrants and extension warrants), and shares underlying such warrants, that are not then covered by an effective registration statement,
commencing at any time after we consummate an initial business combination. The registration and availability of these additional
securities trading in the public market may have an adverse effect on the market price of our securities. In addition, the existence of
these rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business, as
the stockholders of the target business may be discouraged from entering into a business combination with us or will request a higher
price for their securities because of the potential effect the exercise of such rights may have on the trading market for our shares of
common stock.
We may not hold an annual meeting of stockholders
until after the consummation of our initial business combination.
The
Nasdaq corporate governance requirements do not require us to hold an annual meeting until the first anniversary of our first fiscal
year end following our listing on Nasdaq. We may not hold an annual meeting of stockholders until after we consummate our initial
business combination and thus may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of
stockholders be held for the purposes of electing directors in accordance with a company’s bylaws unless such election is made
by written consent in lieu of such a meeting. Therefore, if our stockholders want us to hold an annual meeting prior to our consummation
of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery
in accordance with Section 211(c) of the DGCL. Until we hold an annual meeting of stockholders, public stockholders may not
be afforded the opportunity to discuss company affairs with management.
Holders of rights and public warrants will not
have redemption rights.
If we are
unable to complete an initial business combination within the required time period and we redeem the funds held in the trust account,
the rights and public warrants will expire and holders of such securities will not receive any of the amounts held in the trust account
in exchange for their rights or public warrants.
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 public warrants
at any time after they become exercisable and prior to their expiration, if, among other things, the last reported sales price of our
common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice
of redemption to the warrant holders. The redemption price shall be either
(i) if the holder of a warrant has followed the procedures specified in our notice of redemption and surrendered the warrant, the number
of shares of common stock as determined in accordance with the “cashless exercise” provisions of the warrant agreement or
(ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption, the price of $0.01 per warrant.
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. As a result, we may redeem the public warrants as set forth
above even if the holders are otherwise unable to exercise the warrants.
Redemption of the outstanding warrants could force
you to: (1) exercise your warrants and pay the exercise price therefor (or exercise such warrants on a “cashless” basis)
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; (3) request that we redeem your warrants
by surrendering such warrants and receiving the redemption price as if the warrants were exercised on a “cashless” basis;
or (4) accept the nominal redemption price of $0.01, which, at the time the outstanding warrants are called for redemption, we
expect would be substantially less than the market value of your warrants.
The private warrants will be subject to redemption on the same terms as
applicable to the public warrants.
Because each unit offered in this offering contains one-half of one
redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
Each unit offered in this offering contains
one-half of one redeemable warrant to purchase one-half share and one right to receive one-seventh (1/7) of a share upon the
consummation of our initial business combination. Pursuant to the warrant agreement, no fractional warrants will be issued upon
separation of the units, and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be
able to receive or trade a whole warrant. This is different from other offerings similar to ours whose units include one share of
common stock and one whole warrant to purchase one whole share. We have established the components of the units in this way in order
to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in
the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase one whole share,
thus making us, we believe, a more attractive business combination partner for target businesses. Nevertheless, this unit structure
may cause our units to be worth less than if they included a warrant to purchase one whole share.
There is no guarantee that our warrants will be
in the money at the time they become exercisable, and they may expire worthless.
The exercise price
for our warrants, including our public warrants, is $11.50 per share of common stock. There is no guarantee that any of our warrants will
be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.
A significant portion of our total
outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market
price of our common stock and/or warrants to drop significantly.
We have
registered in the registration statement of which this prospectus forms a part the resale of a total of 1,782,500 shares of common
stock, 2,500,000 private warrants, and 2,500,000 shares of common stock issuable upon the exercise of the private warrants, which
securities are owned by our sponsor and insiders. Although these shares of common stock and private warrants are subject to the
transfer restrictions described in the insider letter, those securities may be immediately resold upon the expiration of those
lockup periods. Please see “Description of Securities – Sponsor Shares” and “Description of
Securities – Private Warrants” for a description of the transfer restrictions applicable to the shares of common
stock and private warrants held by our sponsor and other insiders. The market price of the shares of our common stock and warrants
could decline as a result of the sale of a substantial number of our shares of common stock or warrants in the public market or the
perception in the market that the holders of a large number of shares or warrants intend to sell their shares.
Certain agreements related to this offering may be amended without stockholder
approval.
Certain agreements, including the letter agreement
among us and our initial stockholders, officers and directors and the registration rights agreement among us and our initial stockholders
may be amended without stockholder approval. These agreements contain various provisions, including transfer restrictions on our sponsor
shares and private placement warrants and the securities included therein, that our public stockholders might deem to be material. 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 in connection with the consummation of our initial business combination. Any such amendments
would not require approval from our stockholders, 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.
General Risks
Compliance with the Sarbanes-Oxley Act of
2002 will require substantial financial and management resources and may increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act of 2002 requires
that we evaluate and report on our system of internal controls and may require that we have such system of internal controls audited beginning
with our Annual Report on Form 10-K for the year ending December 31, 2022. If we fail to maintain the adequacy of our internal controls,
we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable
financial reports could harm our business. Section 404 of the Sarbanes-Oxley Act also requires that our independent registered public
accounting firm report on management’s evaluation of our system of internal controls. A target company 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.
Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate
controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting
obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could
have a negative effect on the trading price of our shares of common stock.
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 stockholder approval of any golden parachute payments not previously approved. As a result,
our stockholders 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 common stock 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 Item 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 common stock 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 common stock 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.
We may be subject to cybersecurity risks
following consummation of a business combination.
Any entity we may seek to acquire may rely on information
technology systems, including third-party hosted servers and cloud-based servers, to keep business, financial, and corporate records,
communicate internally and externally, and operate other critical functions. If any of those internal systems or the systems of its third-party
providers are compromised due to cyber incidents, then sensitive documents could be exposed or deleted, and the company’s ability
to conduct business could be impaired. Cyber incidents can result from deliberate attacks or unintentional events. These incidents can
include, but are not limited to, unauthorized access to systems, computer viruses or other malicious code, denial of service attacks,
malware, ransomware, phishing, SQL injection attacks, human error, or other events that result in security breaches or give rise to the
manipulation or loss of sensitive information or assets. Cyber incidents can be caused by various persons or groups, including disgruntled
employees and vendors, activists, organized crime groups, and state-sponsored and individual hackers. Cyber incidents can also be caused
or aggravated by natural events, such as earthquakes, floods, fires, power loss, and telecommunications failures. In addition to operational
and business consequences, if a target business’ cybersecurity is breached, it could be held liable to its customers or other parties
in regulatory or other actions, and it may be exposed to reputation damages and loss of trust and business. This could result in costly
investigations and litigation, civil or criminal penalties, fines, and negative publicity. Any of the foregoing could have a material
adverse effect on the operations and profitability of a target business we seek to acquire.
Changes in laws or regulations, or a failure
to comply with any laws and regulations, may adversely affect our business, investments 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 and results of operations.
There may be tax consequences to our business
combinations that may adversely affect us.
While we expect to undertake
any merger or acquisition with a target business so as to minimize taxes both to the acquired target business 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.
Tax reform legislation enacted in the U.S.
in 2017 could adversely affect our business and financial condition following a business combination.
On December 22, 2017, the
Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law, making significant changes to the Internal Revenue Code
of 1986, as amended. Changes under the Tax Act include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective
for tax years beginning after December 31, 2017, a mandatory deemed repatriation of previously untaxed cumulative foreign earnings (generally
applicable to 10% U.S. stockholders of a “controlled foreign corporation” or “CFC” and taxed at reduced rates),
a limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), a limitation
of the deduction for net operating losses to 80% of current year taxable income and the elimination of net operating loss carrybacks the
transition to a “participation exemption system” for the taxation of earnings of foreign corporations, where a U.S. C corporation
can generally deduct 100% of dividends received from the foreign source of income of a 10% owned foreign corporation, immediate deductions
for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions
and credits. The overall impact of the Tax Act is uncertain, and it could make completing a business combination with us less appealing
than with companies in other countries. In addition, it is uncertain if and to what extent various states will conform to the Tax Act
and what effect any legal challenges will have on the Tax Act, including litigation in the U.S. and international challenges brought by
organizations such as the World Trade Organization. The impact of the Tax Act on holders of our securities is also uncertain and could
be adverse. Investors should consult with their legal and tax advisors with respect to the Tax Act and the potential tax consequences
of investing in or holding our securities.
We cannot predict how tax
reform legislation will affect us, our initial business combination, or our investors.
Legislative
or other actions relating to taxes could have a negative effect on us, our investors, or our initial business combination. The rules dealing
with U.S. federal income taxation are constantly under review by legislators and by the Internal Revenue Service and the U.S. Treasury
Department. We cannot predict with certainty how any changes in the tax laws might affect us, our investors, or our initial business combination.
New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could
significantly and negatively affect the U.S. federal income tax consequences to us and our investors or could have other adverse consequences,
including changes in tax rates that could impact our effective tax rate. Investors are urged to consult with their tax advisors regarding
tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.
There are no authorities addressing the proper
allocation of tax basis to the components of a unit, and therefore, investors may not appropriately allocate such basis for U.S. federal
income tax purposes.
No statutory, administrative or judicial authority directly
addresses the treatment of a unit or instruments similar to a unit for U.S. federal income tax purposes and, therefore, that treatment
is not entirely clear. We intend to treat the acquisition of a unit, for U.S. federal income tax purposes, as the acquisition of one share
of our common stock, one half of one warrant and one right to receive one-seventh (1/7) of a share of our common stock upon the consummation
of an initial business combination, and, by purchasing a unit, you agree to adopt such treatment for U.S. federal income tax purposes.
For U.S. federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit between
the one share of our common stock, one half of one warrant and one right to receive one-seventh (1/7) of a share of our common stock upon
the consummation of an initial business combination based on the relative fair market value of each at the time of issuance. The price
allocated should be the stockholder’s tax basis in such share or right, as the case may be. Any disposition of a unit should be
treated for U.S. federal income tax purposes as a disposition of the share of our share of our common stock, one half of one warrant and
one right to receive one-seventh (1/7) of a share of our common stock upon the consummation of an initial business combination comprising
the unit, and the amount realized on the disposition should be allocated between the common stock and the right based on their respective
relative fair market values at the time of disposition. The foregoing treatment of the unit and a holder’s purchase price allocation
are not binding on the Internal Revenue Service, or “IRS”, or the courts. The IRS or the courts may not agree with such characterization
and investors could suffer adverse U.S. federal income tax consequences as a result. Accordingly, we urge each prospective investor to
consult its own tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations of a unit).
Our amended and restated certificate of incorporation will designate
the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be
initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with
our company or our company’s directors, officers or other employees.
Our amended and restated certificate of incorporation
will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers,
other employees or stockholders for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in
the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service
of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines
that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent
to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive
jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter
jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have
notice of and consented to the forum provisions in our amended and restated certificate of incorporation. This choice of forum provision
may limit or make more costly a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation
to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions,
which could harm our business, operating results and financial condition.
Our amended and restated certificate of incorporation
will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain
exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits
brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
In addition, our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of
an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law,
be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules
and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would enforce this provision
and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22
of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder.
Because we must furnish our stockholders
with target business financial statements prepared in accordance with U.S. generally accepted accounting principles or international financial
reporting standards, we will not be able to complete a business combination with prospective target businesses unless their financial
statements are prepared in accordance with U.S. generally accepted accounting principles.
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. 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 GAAP, or international financial
reporting standards as promulgated by the International Accounting Standards Board (IASB), 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. We will include the same financial statement disclosure in connection with any tender offer documents
we use, whether or not they are required under the tender offer rules. Additionally, to the extent we furnish our stockholders with financial
statements prepared in accordance with IFRS, such financial statements will need to be audited in accordance with U.S. GAAP at the time
of the consummation of the business combination. These financial statement requirements may limit the pool of potential target businesses
we may acquire.
Risks Associated With Acquiring and Operating
a Business Outside the United States
We may pursue a target company with operations
or opportunities outside of the United States for our initial business combination. Accordingly, we may face additional burdens in connection
with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination,
we would be subject to a variety of additional risks that may negatively impact our operations.
We may pursue a target a company
with operations or opportunities outside of the United States for our initial business combination, and therefore may be subject to risks
associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial
business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators
or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business
combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an
international setting, including any of the following:
• costs
and difficulties inherent in managing cross-border business operations;
• rules
and regulations regarding currency redemption;
• complex
corporate withholding taxes on individuals;
• laws
governing the manner in which future business combinations may be effected;
• exchange
listing and/or delisting requirements;
• tariffs
and trade barriers;
• regulations
related to customs and import/export matters;
• local
or regional economic policies and market conditions;
• unexpected
changes in regulatory requirements;
• longer
payment cycles;
• tax
issues, such as tax law changes and variations in tax laws as compared to the United States;
• currency
fluctuations and exchange controls;
• rates
of inflation;
• challenges
in collecting accounts receivable;
• cultural
and language differences;
• employment
regulations;
• underdeveloped
or unpredictable legal or regulatory systems;
• corruption;
• protection
of intellectual property;
• social
unrest, crime, strikes, riots and civil disturbances;
• regime
changes and political upheaval;
• terrorist
attacks and wars; and
• deterioration
of political relations with the United States.
We may not be able to adequately
address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we
complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results
of operations.
After our initial business
combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will 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 and legal 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.
Exchange rate fluctuations and currency policies
may cause a target business’ ability to succeed in the international markets to be diminished.
In the event we acquire a
non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and
distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our
target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative
value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation
of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value
against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars
will increase, which may make it less likely that we are able to consummate such transaction.
We may reincorporate in another jurisdiction
in connection with our initial business combination.
In connection with our initial
business combination, we may relocate the home jurisdiction of our state of formation from the State of Delaware to another jurisdiction
outside of the United States. If we determine to do this, the laws of such jurisdiction may govern some or all of our future 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. 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. In addition, the transaction may require a stockholder to recognize taxable income
in the jurisdiction in which the stockholder 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 stockholders to pay such taxes. Stockholders may be subject to withholding taxes or
other taxes with respect to their ownership of us after the reincorporation.
We may be exposed to liabilities under the
Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse
effect on our business.
We are subject to the Foreign
Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials
and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We will
have operations, agreements with third parties and may make sales overseas, which may experience corruption. Activities overseas may create
the risk of unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of our Company, because
these parties are not always subject to our control. It will be our policy to implement safeguards to discourage these practices by our
employees. Also, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants,
or sales agents of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe
criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results
and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed
by companies in which we invest or that we acquire.
If we effect a business combination with
a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements
and we may not be able to enforce our legal rights.
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 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. Additionally,
if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside
of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible
for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce
judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal
securities laws.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
The statements contained in
this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited
to, statements regarding our or our management’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 “anticipates,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predicts,” “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:
• our
ability to select an appropriate target business or businesses;
• ability
to complete our initial business combination;
• success
in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
• 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, as a result of which they would then receive expense reimbursements;
• potential
ability to obtain additional financing to complete a business combination;
• pool
of prospective target businesses;
• ability
of our officers and directors to generate potential acquisition opportunities;
• potential
change in control if we acquire one or more target businesses for shares;
• public
securities’ potential liquidity and trading;
• the
lack of a market for our securities;
• expectations
regarding the time during which we will be an “emerging growth company” under the JOBS Act;
• the
trust account not being subject to claims of third parties;
• use
of proceeds not held in the trust account or available to us from interest income on the trust account balance; or
• financial
performance following this offering.
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 estimate that the net proceeds of this offering,
in addition to the $2,500,000 of funds we will receive from the sale of the private warrants, will be as set forth in the following table:
|
|
|
Without
Over-Allotment
Option
|
|
Over-Allotment
Option Exercised
|
|
Gross proceeds
|
|
|
|
|
|
|
|
|
|
From
offering
|
|
$
|
62,000,000
|
|
|
$
|
71,300,000
|
|
|
From
private placement of warrants
|
|
|
2,500,000
|
|
|
|
2,500,000
|
|
|
Total gross proceeds
|
|
$
|
64,500,000
|
|
|
$
|
73,800,000
|
|
|
Estimated
offering expenses(1)
|
|
|
|
|
|
|
|
|
|
Underwriting
discounts and commissions (2.0% of gross proceeds from units offered to public),
|
|
|
1,240,000
|
|
|
|
1,300,000
|
|
|
Legal
fees and expenses
|
|
|
130,000
|
|
|
|
130,000
|
|
|
Nasdaq
Listing Fees
|
|
|
50,000
|
|
|
|
50,000
|
|
|
Printing
and engraving expenses
|
|
|
25,000
|
|
|
|
25,000
|
|
|
Accounting
fees and expenses
|
|
|
40,000
|
|
|
|
40,000
|
|
|
FINRA
filing fee
|
|
|
25,859
|
|
|
|
25,859
|
|
|
SEC
registration fee
|
|
|
15,672
|
|
|
|
15,672
|
|
|
Initial
trustee’s fee
|
|
|
4,500
|
|
|
|
4,500
|
|
|
Miscellaneous
expenses
|
|
|
68,969
|
|
|
|
8,969
|
|
|
Total
offering expenses
|
|
$
|
1,600,000
|
|
|
|
1,600,000
|
|
|
Net
proceeds
|
|
|
|
|
|
|
|
|
|
Held
in trust
|
|
|
62,000,000
|
|
|
|
71,300,000
|
|
|
Not
held in trust
|
|
|
900,000
|
|
|
|
900,000
|
|
|
Total
net proceeds
|
|
$
|
62,900,000
|
|
|
|
72,200,000
|
|
|
|
|
Amount
|
|
Percentage
|
|
Use of net proceeds not held in trust(2)
|
|
|
|
|
|
|
|
|
|
Legal, accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of a business combination
|
|
$
|
170,000
|
|
|
|
18.9
|
%
|
|
Due diligence of prospective target businesses by officers and directors
|
|
|
50,000
|
|
|
|
5.6
|
%
|
|
Legal and accounting fees relating to SEC reporting obligations
|
|
|
75,000
|
|
|
|
8.3
|
%
|
|
D&O insurance premiums(3)
|
|
|
400,000
|
|
|
|
44.4
|
%
|
|
Working capital to cover miscellaneous expenses, general corporate purposes and reserves, including payment for office space, utilities and secretarial and administrative support (4)
|
|
|
205,000
|
|
|
|
22.8
|
%
|
|
Total
|
|
$
|
900,000
|
|
|
|
100.00
|
%
|
|
|
(1)
|
A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee and a portion of the legal and audit fees, have been paid from the funds we received from our sponsor described below. These funds will be repaid out of the proceeds of this offering available to us. If we determine not to proceed with the offering, such amounts would not be repaid.
|
|
|
|
|
|
|
(2)
|
These amounts 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 our initial business combination based upon the level of complexity of that business combination. 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 be deducted from our excess working capital. In addition, a portion of the offering expenses may be paid from the proceeds of loans from our sponsor of up to $200,000 as described in this prospectus. As of June 30, 2021, we had borrowed $45,000 (of up to $200,000 available to us) under the promissory note with our sponsor to be used for a portion of the expenses of this offering. These amounts may be repaid upon completion of our initial business combination or converted into 200,000 working capital warrants.
|
|
|
|
|
|
|
(3)
|
This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.
|
|
|
(4)
|
Represents amount payable for the first twelve months following this offering.
|
The table above assumes that the amount borrowed
under the $200,000 note held by our sponsor will be repaid on the date on which
we complete our initial business combination and
the commitment and payment by our sponsor or officers and directors by them (or their respective affiliates or designees) to purchase
from us an aggregate of 2,500,000 private warrants at a price of $1.00 per private warrant for an aggregate purchase price of $2,500,000
in a private placement basis simultaneously with the consummation of this offering. The private warrants are described in more detail
elsewhere in this prospectus.
Net proceeds of $62,000,000, or
$71,300,000 if the over-allotment option is exercised in full, of this offering and a portion of the proceeds of the sale the
private warrants to our sponsor (or its designees), will be placed in a U.S.-based trust account maintained by Continental Stock
Transfer & Trust Company, New York, New York, as trustee. The funds held in trust will be invested only in United States
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180
days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which
invest only in direct U.S. government treasury obligations, so that we are not deemed to be an investment company under the
Investment Company Act. Except with respect to interest earned on the funds held in the trust account that may be released to us to
pay our income or other tax obligations, the proceeds will not be released from the trust account until the earlier of the
completion of a business combination or our redemption of 100% of the outstanding public shares if we have not completed a business
combination in the required time period. The proceeds held in the trust account may be used as consideration to pay the sellers of a
target business with which we complete a business combination. Any amounts not paid as consideration to the sellers of the target
business may be used to finance operations of the target business.
Officers, directors and founders
will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying
potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling
to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Our audit committee
will review and approve all reimbursements and payments made to our founders, officers, directors or our or their respective affiliates,
with any interested director abstaining from such review and approval. There is no limit on the amount of such expenses reimbursable by
us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses
would not be reimbursed by us unless we consummate an initial business combination. Since the role of present management after a business
combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination.
The net proceeds from this offering available to
us out of trust for our working capital requirements in searching for a business combination will be approximately $900,000. We intend
to use the proceeds for legal, accounting and other expenses of structuring and negotiating business combinations, due diligence of prospective
target businesses, legal and accounting fees related to SEC reporting obligations, annual director and officer liability insurance premiums,
the monthly administrative fee described above, as well as for reimbursement of any out-of-pocket expenses incurred by our founders, officers
and directors in connection with activities on our behalf as described above.
The allocation of the net
proceeds available to us outside of the trust account represents our best estimate of the intended uses of these funds. In the event that
our assumptions prove to be inaccurate, we may reallocate some of such proceeds within the above described categories. 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. In this
event, we could seek such additional capital through loans or additional investments from members of our management team, but such members
of our management team are not under any obligation to advance 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,
to pay holders who wish to redeem or sell their shares to us for a portion of the funds held in the trust account and to pay our expenses
relating thereto, upon consummation of our initial business combination. If
the payment of our liabilities were to reduce the amount available to us in trust necessary to pay all holders who wish to redeem or sell
their shares to us for a portion of the funds held in the trust account, we would not be able to consummate such transaction. To
the extent that our capital stock 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.
To the extent we are unable
to consummate a business combination, our sponsor has agreed to pay the costs of liquidation to the extent the funds available to us
outside of the trust account are insufficient and have agreed not to seek repayment of such amounts.
Our
sponsor has agreed to loan us an aggregate of up to $200,000 pursuant to a promissory note to pay a portion of the expenses of this offering
referenced in the line items above for SEC registration fee, FINRA filing fee, Nasdaq listing fees and a portion of the legal and audit
fees and expenses and underwriting fees. As of June 30, 2021, we had borrowed $45,000 under this note. The note is be payable without
interest on the later of December 11, 2021 in the event that our initial public offering is not successfully completed by such date or
the date on which we complete our initial business combination. The outstanding principal
amount payable under this note may be converted, at the option of the holder, into up to 200,000 working capital warrants at a price of
$1.00 per warrant, with each warrant entitling the holder to purchase one share of our common stock at an exercise price of $11.50 per
share.
We believe that, upon consummation
of this offering, we will have sufficient available funds (which includes amounts that may be released to us from the trust account) to
operate for the next 21 months, assuming that a business combination is not consummated during that time.
In order to meet our working capital needs following
the consummation of this offering until completion of an initial business combination, our initial stockholders, officers and directors
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. The notes would either be paid upon consummation of our initial business combination, without interest, or,
at the lender’s discretion, up to $2,400,000 of the notes may be converted upon consummation of our business combination into working
capital warrants at a price of $1.00 per warrant. If we do not complete our initial business combination, the loans would be repaid out
of funds not held in the trust account, and only to the extent available. These notes would be in addition to any notes we issued in exchange
for the funds necessary to extend our life.
A public stockholder will be entitled to receive
funds from the trust account (including interest earned on his, her or its portion of the trust account to the extent not previously released
to us) only in the event of (i) our redemption of 100% of the outstanding public shares in connection with our liquidation if we have
not completed a business combination within the required time period, (ii) if that public stockholder redeems such shares, or sells such
shares to us in a tender offer, in connection with a business combination which we consummate or (iii) we seek to amend any provisions
of our Certificate of Incorporation that would affect our public stockholders’ ability to redeem 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 nine months (or up to 21months) from the closing of this offering. This redemption
right shall apply in the event of the approval of any such amendment to our amended and restated Certificate of Incorporation, whether
proposed by our founders, any executive officer, director or director nominee, or any other person. In no other circumstances will a public
stockholder have any right or interest of any kind to or in the trust account.
DIVIDEND POLICY
We have not paid any cash
dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of an 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 a business combination. The payment of any dividends subsequent to a business
combination will be, subject to the laws of the State of Delaware, within the discretion of our board of directors at such time. 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 of directors does not anticipate declaring any cash dividends in the foreseeable future. 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 the offering pursuant to Rule 462(b) under the Securities Act, in which case we will effect a share dividend immediately prior
to the consummation of the offering in such amount as to maintain that the sponsor shares held by our founders will continue to account
for, in the aggregate, 20% of our issued and outstanding shares after this offering, assuming that our founders do not purchase units
in this offering.) Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we
may agree to under the terms of such indebtedness.
DILUTION
The difference between the public offering price per share, and the pro
forma net tangible book value per share after this offering constitutes the dilution to investors in this offering. 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 shares of common stock which may be redeemed for cash or sold in a tender offer), by the number of outstanding shares of
common stock. At June 30, 2021, our net tangible book deficit was $46,147, or approximately $(0.03) per share of common stock. For purposes
of the dilution calculation, in order to present the maximum estimated dilution as a result of this offering, we have assumed (i) the
issuance of approximately 0.1429 of a share for each right outstanding, as such issuance will occur upon a business combination without
the payment of additional consideration and (ii) the number of shares included in the units offered hereby will be deemed to be 7,085,714
(consisting of 6,200,000 shares included in the units we are offering by this prospectus and 885,714 shares for the outstanding rights),
and the price per share in this offering will be deemed to be $8.75.After giving effect to the sale of 6,200,000 shares of common stock
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 June 30, 2021 would have been $924,603 or $0.38 per
share, representing an immediate increase in net tangible book value (as decreased by the value of the approximately 6,200,000 shares
of common stock that may be redeemed for cash and assuming no exercise of the underwriters’ over-allotment option) of $0.41 per
share to our initial stockholders and an immediate dilution of $8.37 per share or 95.7% to our public stockholders not exercising their
redemption rights. The decrease attributable to public shares subject to redemption is included in the calculation below at $10.00 per
share, as all public stockholders have the right to redeem. The dilution to new investors if the underwriters exercise their over-allotment
option in full would be an immediate dilution of $8.42 per share or 96.2%.
The following table illustrates
the dilution to the public stockholders on a per-share basis, assuming no value is attributed to the warrants included in the units or
the private placement warrants:
|
|
|
|
No
exercise of
over-allotment
option
|
|
|
Exercise
of
over-allotment
option in full
|
|
Public offering price
(1)
|
|
|
|
|
|
$
|
8.75
|
|
|
|
|
$
|
|
8.75
|
|
Net tangible book
deficit before this offering
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
$
|
(0.03)
|
|
|
|
|
|
Decrease attributable
to public stockholders
|
|
|
0.41
|
|
|
|
|
|
|
0.36
|
|
|
|
|
|
Pro forma net tangible book value after this offering
|
|
|
|
|
|
|
0.38
|
|
|
|
|
0.33
|
|
Dilution to public
stockholders
|
|
|
|
|
|
$
|
8.37
|
|
|
|
|
$
|
8.42
|
|
Percentage of dilution to public stockholders
|
|
|
|
|
|
|
95.7
|
%
|
|
|
|
96.2%
|
|
(1)
|
The
offering price is calculated as the total consideration received of $62,000,000 divided by the total number of shares of 7,085,714
assuming the issuance of additional shares underlying the rights contained in the units (or $71,300,000 divided by the total number
of shares of 8,148,571 assuming the issuance of additional shares underlying the rights contained in the units.
|
The
following table sets forth information with respect to our existing stockholders and the public stockholders:
|
|
|
Shares
Purchased
|
|
Total
Consideration
|
|
Average
Price
|
|
Number
|
|
Number
|
|
Percentage
|
|
Amount
|
|
Percentage
|
|
per
Share
|
|
Founders
|
|
|
1,550,000
|
(1)
|
|
|
17.95
|
%
|
|
$
|
25,000
|
|
|
|
0.01
|
%
|
|
$
|
0.0161
|
|
|
Public
stockholders
|
|
|
7,085,714
|
(2)
|
|
|
82.05
|
%
|
|
|
62,000,000
|
|
|
|
99.99
|
%
|
|
$
|
8.75
|
|
|
Total
|
|
|
8,635,714
|
|
|
|
100.00
|
%
|
|
$
|
62,025,000
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
(1)
|
Assumes no exercise of the
over-allotment option.
|
|
|
(2)
|
Assumes the issuance of
an additional 885,714 shares underlying the rights to the public shareholders.
|
The pro forma net tangible book value per share after the offering
is calculated as follows:
|
|
|
Without
Over-allotment
|
|
With
Over-allotment
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net tangible book value before
this offering
|
|
$
|
(46,147
|
)
|
|
$
|
(46,147
|
)
|
|
Net proceeds from this offering and sale of the
placement warrants, net of expenses
|
|
|
62,900,000
|
|
|
|
72,200,000
|
|
|
Plus: Offering costs paid in advance, excluded from
tangible book value
|
|
|
70,750
|
|
|
|
70,750
|
|
|
Less: Proceeds held in trust subject to redemption
|
|
|
(62,000,000
|
)
|
|
|
(71,300,000
|
)
|
|
|
|
$
|
924,603
|
|
|
$
|
924,603
|
|
|
Denominator:
|
|
Without
Over-allotment
|
|
With
Over-allotment
|
|
Shares of common stock outstanding
prior to this offering
|
|
|
1,550,000
|
|
|
|
1,550,000
|
|
|
Shares of common stock issued if over-allotment
is exercised
|
|
|
—
|
|
|
|
232,500
|
|
|
Common stock included in the units offered
|
|
|
6,200,000
|
|
|
|
7,130,000
|
|
|
Common stock underlying the rights to be included
in the units offered
|
|
|
885,714
|
|
|
|
1,018,571
|
|
|
Less: Shares subject to redemption
|
|
|
(6,200,000
|
)
|
|
|
(7,130,000
|
)
|
|
|
|
|
2,435,714
|
|
|
|
2,801,071
|
|
CAPITALIZATION
The following table sets forth our capitalization
at June 30, 2021 and as adjusted to give effect to the sale of our units, the repayment of the outstanding principal amount under the
$200,000 note held by our sponsor and the sale of 2,500,000 warrants to our sponsor, officers, directors or their respective designees
effective at closing and the application of the estimated net proceeds derived from the sale of such securities:
|
|
|
June
30, 2021
|
|
|
|
Actual
|
|
As
Adjusted(1)
|
|
Note
payable to related party(2)
|
|
$
|
45,000
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
of common stock, $0.00001 par value, -0- and 6,200,000 shares which are subject to possible redemption /tender(3)(4)
|
|
|
—
|
|
|
|
62,000,000
|
|
|
Stockholders’
equity:
|
|
|
|
|
|
|
|
|
|
Preferred
shares, $0.00001 par value, 100,000,000 shares authorized; none issued or outstanding
|
|
|
—
|
|
|
|
—
|
|
|
Shares
of common stock, $0.00001 par value, 300,000,000 shares authorized; 1,550,000 shares issued and outstanding, actual; 1,550,000 shares
issued and outstanding, as adjusted(5)
|
|
|
16
|
|
|
|
16
|
|
|
Additional
paid in capital
|
|
|
24,984
|
|
|
|
924,984
|
|
|
Accumulated
deficit
|
|
|
(397
|
)
|
|
|
(397
|
)
|
|
Total
stockholders’ equity/(deficit):
|
|
|
24,603
|
|
|
|
924,603
|
|
|
Total
capitalization
|
|
$
|
69,603
|
|
|
|
62,924,603
|
|
(1) Includes
the $2,500,000 we will receive from the sale of the private
warrants to our sponsor simultaneously with closing of the offering. Assumes the over-allotment option has not been exercised.
(2) Our
sponsor has agreed to loan us up to $200,000 pursuant to a promissory note to be used for a portion of the expenses of this offering.
As of June 30, 2021, we had borrowed $45,000 under this promissory note. This promissory note is payable upon the later of December
11, 2021 in the event that this initial public offering is not successfully completed by such date or the date on which we complete our
initial business combination, either in cash or in additional working capital warrants.
(3) Upon
the consummation of our initial business combination, we will provide our stockholders (but not our founders, officers or directors) with
the opportunity to redeem or sell 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 not previously
released to us (less taxes payable).
|
|
(4)
|
Upon
the completion of our initial business combination, we will provide our public stockholders 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 calculated
as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net
of taxes payable). While redemptions in connection with a business combination cannot cause our net tangible assets to fall below $5,000,001
following the business combination, or any greater limitation (including, but not limited to cash requirements) required by the terms
of the proposed business combination, all of our public shares are redeemable and classified as such on the balance sheet until such date
that a redemption event takes place. All of the 6,200,000 shares of common stock (7,130,000 shares of common stock if the over-allotment
option is exercised in full) sold as part of the units in the offering contain a redemption feature which allows for the redemption of
such public shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with the business
combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC
guidance on redeemable equity instruments.
|
|
|
(5)
|
Excluding 885,714 shares of common stock underlying the rights.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We were formed on May 19,
2021 for the purpose of engaging in a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination, which we refer to throughout this prospectus as our initial business combination, with one or more businesses
or entities with one or more target businesses. Our efforts to identify a prospective target business will not be limited to a particular
industry or geographic region. We intend to utilize cash derived from the proceeds of this offering, our securities, debt or a combination
of cash, securities and debt, in effecting a business combination. The issuance of additional shares of common stock or preferred stock:
• may
significantly reduce the equity interest of our stockholders;
• may
subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded
to our shares of common stock;
• will
likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things,
our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our
present officers and directors; and
• may
adversely affect prevailing market prices for our securities.
Similarly, if we issue debt
securities, it could result in:
• default
and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;
• acceleration
of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains
covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation
of that covenant;
• our
immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
• our
inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional
financing while such security is outstanding;
• our
inability to pay dividends on our common stock;
• 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 common stock 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.
We have neither engaged in
any operations nor generated any revenues to date. Our entire activity since inception has been to prepare for our proposed fundraising
through an offering of our equity securities.
We are an emerging growth
company as defined in the JOBS Act. As an emerging growth company, we have elected to delay the adoption of new or revised accounting
standards that have different effective dates for public and private companies until those standards apply to private companies. As such,
our financial statements may not be comparable to companies that comply with public company effective dates.
Liquidity and Capital Resources
As indicated in the accompanying
financial statements, at June 30, 2021, we had $34,250 in cash. 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 below. 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.
Our liquidity needs have been
satisfied to date through receipt of $25,000 from the sale of the sponsor shares, and the commitment by our sponsor to loan us up to $200,000,
as more fully described below.
We estimate that the net proceeds from (i) the sale of the units in this
offering, after deducting offering expenses of approximately $600,000 and underwriting discounts and commissions of $1,240,000 (or $1,300,000
if the over-allotment option is exercised in full) and (ii) the sale of the private warrants for a purchase price of $2,500,000 will be
$62,900,000. Of this amount, $62,000,000 (or $71,300,000 if the over-allotment option is exercised in full) will be held in the trust
account. The remaining $900,000 will not be held in trust.
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, to pay holders who
wish to redeem or sell their shares to us for a portion of the funds held in the trust account and to pay our expenses relating thereto,
upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration
to effect a business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will
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. Such funds could also be used to repay any operating expenses or finders’ fees which we
had incurred prior to the completion of our business combination if the funds available to us outside of the trust account were insufficient
to cover such expenses.
We believe that, upon consummation of this offering,
the approximately $900,000 of net proceeds not held in the trust account will be sufficient to allow us to operate for up to the next
21months, assuming that a business combination is not consummated during that time. Over this time period, we will be using these funds
for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses,
traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material
agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the
business combination. We anticipate that we will incur approximately:
• $170,000
of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence
investigations, structuring and negotiating of a business combination;
• $50,000
of expenses for the due diligence and investigation of a target business by our officers and directors;
• $75,000
of expenses for legal and accounting fees relating to our SEC reporting obligations for up to 18 months;
• $400,000
of expenses for director and officer liability insurance premiums that we anticipate paying following
the completion of our initial public offering and until we complete a business combination; and
• $205,000
for general working capital that will be used for miscellaneous expenses, liquidation obligations and reserves, including expenses for
the payment of the virtual office space and limited administrative fees to an unaffiliated third party on a month to month basis.
In order to fund working capital deficiencies
or finance transaction costs in connection with an intended initial business combination, our founders, officers and directors and their
affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay
such loaned amounts out of the proceeds of the trust account released to us. In the event that our 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. Up to $2,400,000 of such loans may be convertible into working capital warrants at a price
of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our initial
stockholders. The terms of such loans by our founders, officers and directors and their affiliates if any, have not been determined and
no written agreements exist with respect to such loans. Prior to the completion of our business combination, we do not expect to seek
loans from parties other than our founders, officers and directors and their affiliates if any, 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
our estimates of the costs of undertaking in-depth due diligence and negotiating
an initial business combination is less than the actual amount necessary to do so, or we earn less interest on the funds held in the trust
account than anticipated, 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 consummate our initial business combination or because we become obligated
to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue
additional securities or incur debt in connection with such business combination. We do not have a maximum debt leverage ratio or a policy
with respect to how much debt we may incur. The amount of debt we will be willing to incur will depend on the facts and circumstances
of the proposed business combination and market conditions at the time of the potential business combination. At this time, we are not
party to any arrangement or understanding with any third party with respect to raising additional funds through the sale of our securities
or the incurrence of debt. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously
with the consummation of our initial business combination. In the current economic environment, it has become especially difficult to
obtain acquisition financing. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional
financing in order to meet our obligations.
Related Party Transactions
On June 22, 2021, our sponsor
has purchased 1,437,500 shares of common stock for an aggregate purchase price of $25,000. In September 2021, we amended the terms of
the subscription agreement to issue our sponsor an additional 62,500 shares of common stock, resulting in our sponsor holding an aggregate
of 1,500,000 shares of common stock so that the shares of common stock held by our sponsor will account for, in the aggregate, 20% of
our issued and outstanding shares after this offering. In November 2021,
we entered into an amended and restated subscription agreement with the sponsor pursuant to which we issued the sponsor an additional
50,000 shares, resulting in the sponsor holding an aggregate of 1,550,000 shares (so that the sponsor shares will account for 20% of our
issued and outstanding shares after this offering) and also agreed that, if the underwriters exercise the over-allotment option, we will
issue to our sponsor such number of additional shares of common stock (up to 232,500 shares) as
to maintain our sponsor’s ownership at 20% or our issued and outstanding common stock upon the consummation of this offering.
Effective
on June 11, 2021, we issued an unsecured promissory note in the principal amount of $200,000 to Mana Capital LLC, our sponsor and majority
stockholder prior to this offering, to reflect the commitment by our sponsor to loan us up to such amount. The note is non-interest bearing
and payable in cash on the later of December 11, 2021 in the event that our initial public offering is not successfully completed by such
date or the date on which we complete our initial business combination. As of June
30, 2021, we had borrowed $45,000 under this promissory note. The outstanding principal amount payable under this note may be converted,
at the option of the holder, into up to 200,000 working capital warrants at a price of $1.00 per warrant, with each working capital warrant
entitling the holder to purchase one share of our common stock at an exercise price of $11.50 per share.
Our
sponsor has committed (either directly or through its affiliates or designees) to purchase an aggregate of 2,500,000 for a purchase price
of $2,500,000. This purchase will take place on a private placement basis simultaneously with the consummation of this offering. These
private warrants will be identical to the warrants underlying the units sold in this offering and the
terms of the private warrants will remain the same irrespective of the holder thereof.
We
will enter into a registration rights agreement with our founders, officers, directors or their affiliates prior to or on the effective
date of this offering pursuant to which we will agree to register any shares of common stock, warrants (including working capital warrants
and extension warrants), and shares underlying such warrants, that are not then covered by an effective registration statement. See “Description
of Securities — Registration Rights.”
Our founders, 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 by us to our founders, officers, directors or our or any of their respective 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.
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, in order to finance transaction
costs in connection with an intended initial business combination, our sponsor, officers, directors or their affiliates may, but are not
obligated to, loan us funds as may be required. If we consummate an initial business combination, we would repay such loaned amounts,
or, at the option of the lender, up to $2,400,000 of any such loans may be repaid through the issuance of additional working capital 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.
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, 2022. As of the date of this
prospectus, 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. Target businesses we may consider for a 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 expense 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. 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,
including amounts in the trust account, will be invested in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term
nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Off-Balance Sheet Arrangements; Commitments
and Contractual Obligations; Quarterly Results
As of the date of this prospectus,
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. No unaudited quarterly operating data is included in this prospectus as we have conducted no operations to
date.
PROPOSED BUSINESS
Introduction
We were formed on May 19,
2021 in the State of Delaware for the purpose of acquiring, engaging in a stock exchange, share reconstruction and amalgamation with,
purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business
combination with one or more target businesses. Our efforts to identify a prospective target business will not be limited to a particular
industry or geographic region.
To date, our efforts have
been limited to organizational activities as well as activities related to this offering. None of our officers, directors, sponsor and
other affiliates has engaged in any substantive discussions on our behalf with representatives of other companies regarding the possibility
of a potential business combination with us.
Management Investment Experience
Our management team is led by
Jonathan Intrater, Allan Liu and Loren Mortman; each has distinctive and complementary experience and extensive networks in the healthcare,
technology, green economy, consumer products as well as other various other industries which we believe can provide a suitable selection
of potential targets. We intend to focus on targeting middle market entities with a valuation in the $150 million to $500 million range.
We believe that our management team is well
positioned to identify attractive business combination opportunities with compelling growth records and further potential. Members
of our management team have extensive experience in executing business combinations, as they are long-term professionals as advisors
to buyers and sellers in mergers and acquisitions, private equity investors or buy and sell side investment bankers. Jonathan
Intrater, our Chief Executive Officer, is a Managing Director in the investment banking department at United States’ based
Ladenburg, Thalmann & Co., Inc. and has extensive experience in merger advisory transactions and public offerings. He was also a
member of the board and Chairman of the audit committee of GreenVision Acquisition Corp., a Nasdaq Capital Market-listed SPAC company which
completed its initial business combination in August 2021. Allan Liu, one of the members of our Board of Directors, is a veteran
investment manager in Asia. He has almost 40 years of broad experience in the financial industry, specializing in capital markets,
private equity and venture capital investment. Mr. Liu has involved in the processes of raising and investing over $20 billion USD
capital in hundreds of projects for international institutional investors, and participated in building successful funds and asset
management platforms. Loren Mortman, another member of our Board of Directors, has been President of The Equity Group Inc., an
investor relations consulting firm that specializes in investor communications, investment community outreach, and IR advisory for
small-to-mid-cap companies since 2013. Ms. Mortman has over 20 years’ experience in leading public company clients’
critical communications, relations with the investment community and advising on their transactions. Prior to joining The Equity
Group, Ms. Mortman was a Financial Analyst at Brenner Securities, an Investment Bank.
Our management team will actively
source target candidates where they believe will be attractive candidates for acquisition, utilizing their deal-making track record, professional
relationships, and capital markets expertise to enhance the growth potential and value of a target business and provide opportunities
for an attractive return to our stockholders.
Past performance of our management
team is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) 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.
Business Strategy
Our business strategy is to
identify and complete our business combination with a company that meets one or more of the acquisition criteria described below.
Our objective is to generate
an attractive return for stockholders through a merger with an operating company with a strong growth record and growth potential. We
expect to favor opportunities with certain industry and business characteristics such as compelling long-term growth prospects, attractive
competitive dynamics, consolidation opportunities, leading technological position and strong management. We will also consider additional
factors such as high barriers to entry, significant streams of recurring revenue, high incremental margins and attractive free cash flow
characteristics. 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 target businesses operating in North America, Europe and Asia in the healthcare, technology,
green economy, and consumer products sectors.
Our selection process will
leverage our management team’s broad and deep relationship network, industry experiences and deal sourcing capabilities to access
a broad spectrum of differentiated opportunities. Our management team has a distinctive combination of capabilities including:
• analyzing
performance, financial and otherwise, of existing public and private entities; and
• an
extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies
with transition to public ownership.
Upon completion of this offering,
our founders will communicate with their networks of relationships to articulate the parameters for our search for a target company and
a potential business combination and begin the process of pursuing and reviewing potential opportunities. Our management team will also
utilize the services of our investment banker, Ladenburg Thalmann & Co., Inc. as well as other advisors.
Acquisition Criteria
Consistent with our business
strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target
businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may ultimately decide to enter into
our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire
companies that we believe:
• have
exhibited strong growth in revenue or profit in recent fiscal periods or have healthy cash flow from operations;
• will
offer an attractive return for our stockholders, potential upside from growth in the target business and with an improved capital structure
will be provide a favorable upside measured against any identified downside risks;
• meet
some key characteristics such as being or having the capability of being a disruptive participant within an industry;
• are
capable of achieving significant organic and/or acquisitive growth;
• are
or can be positioned to enhance stockholder value and revenue growth;
• possess
exploitable intellectual property;
• have
the potential to achieve a leading position in the industry in which it competes; or
• possess
a proven management team prepared for being a public company.
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 guidelines as well as other considerations, factors and criteria that our management may deem relevant. If we decide
to enter into our business combination with a target business that does not meet all on some of the above criteria and guidelines, we
will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business
combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that
we would file with the SEC and deliver to stockholders.
Our Acquisition Process
In evaluating a prospective
target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent
management and employees, document reviews and inspection of facilities, as well as a review of financial and other information that will
be made available to us.
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 a company that is affiliated with our sponsor, officers or directors, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent
accounting firm that our initial business combination is fair to our company from a financial point of view. Our stockholders may not
be provided with a copy of such opinion and they may not be able to rely upon such opinion.
Members of our management
team and our independent directors will directly or indirectly own sponsor shares and/or private warrants following this offering which
securities may be worthless if we fail to complete a business combination 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.
Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity 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 which is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such other entity, subject to their fiduciary duties under Delaware 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.
Our Certificate of Incorporation
provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly
offered to such person solely in his or her capacity as a director or officer of our company subject to his or her fiduciary duties under
the laws of the State of Delaware and such opportunity is one we are legally and contractually permitted to undertake and would otherwise
be reasonable for us to pursue. Prior to the effective date 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 units, common stock and warrants 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.
Effecting A Business Combination
We
will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders
may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata
share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity
to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder 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 stockholder approval of our proposed business combination or allow stockholders
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 stockholder approval. In
the case of 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. Our amended and restated certificate
of incorporation will provide 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 consummation of our initial business combination. Accordingly, in either
case, we will consummate our initial business combination only if upon such consummation either our shares are listed on a national securities
exchange as contemplated by Rule 3a51-1(a) under the Exchange Act or we have net tangible assets (as determined in accordance with Rule
3a51-1(g) of the Exchange Act, or any successor rule) of at least $5,000,001 (in either case, so that we are not subject to the SEC’s
“penny stock” rules) and, if we seek stockholder approval, a majority of the outstanding shares of common stock voted are
voted in favor of the business combination.
We have nine months (or up to 21 months if we extend
the period of time to consummate a business combination, as described in more detail in this prospectus) from the consummation of this
offering to consummate our initial business combination. Public stockholders will not be offered the opportunity to vote on or redeem
their shares in connection with such extension. If we are unable to consummate our initial business combination within such time period,
we will distribute the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust
account (net of taxes payable), pro rata to our public stockholders, by way of redemption of their shares, and thereafter cease operations
except for the purpose of winding up our affairs, as further described herein.
If we anticipate that we may not be able to consummate our initial business
combination within nine months, we may extend the period of time to consummate a business combination up to twelve (12) times, each by
an additional one month (for a total of up to 21 months to complete a business combination). Pursuant to the terms of our amended and
restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust
Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our
board of directors would adopt a resolution authorizing such extension and our insiders or their affiliates or designees (which may include
the potential target business), upon five days advance notice prior to each applicable deadline, must deposit into the trust account $206,667
(or $237,667 if the underwriters' over-allotment option is exercised in full) ($0.0333 per share), on or prior to the date of each such
applicable deadline for each one-month extension (or up to an aggregate of $2,480,000 (or $2,852,000 if the underwriters' over-allotment
option is exercised in full), or $0.40 per share, if we extend for the full twelve months). The providers of these funds will receive
a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we
are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either
be paid upon consummation of our initial business combination, or, at the lender's discretion, converted upon consummation of our business
combination into additional private warrants at a price of $1.00 per warrant. Our founders have approved the issuance of the private warrants
upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial
business combination. In the event that we receive notice from our founders five days prior to an applicable deadline of their intent
to effect an extension, we intend to issue a press release announcing such intention at least three days prior to such applicable deadline.
In addition, we intend to issue a press release the day after such applicable deadline announcing whether or not the funds had been timely
deposited. Our insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete
our initial business combination. To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate
our initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If we are unable
to consummate our initial business combination within such time period, we will, as promptly as possible but not more than ten business
days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account and then seek
to dissolve and liquidate. In such event, the public warrants and rights will expire and will be worthless.
Nasdaq rules require that
our 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 interest earned on the trust account) at the time of our signing
a definitive agreement in connection with our 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). Although 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 stockholders 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 independently 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. Our stockholders may not be provided with a copy of such opinion nor will they be able
to rely on such opinion. However, if Nasdaq delists our securities from trading on its exchange after this offering, we would not be required
to satisfy the fair market value requirement described above 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.
We anticipate structuring
our initial business combination so that the post-transaction company in which our public stockholders own or acquire shares will own
or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or stockholders 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 business 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 outstanding voting
securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction
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 shares in exchange for all of the outstanding capital stock of a target,
or issue a substantial number of new shares to third parties in connection with financing our initial business combination. In such cases,
we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares,
our stockholders 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 outstanding 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 by us is what
will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business,
the 80% of net assets test will be based on the aggregate value of all of the target businesses.
Potential Conflicts
Members of our management team
have various interests in this offering that are different than our other stockholders 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.
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 falls within the line of business
of any entity to which he has pre-existing fiduciary or contractual obligations, he may be required to present such initial business
combination opportunity to such entity prior to presenting such initial business combination opportunity to us. Our officers and directors
currently have certain relevant fiduciary duties or contractual obligations to such other entities (as well as to us). We do not believe,
however, that any fiduciary duties or contractual obligations of our executive officers would materially undermine our ability to complete
our initial business combination.
Our officers and directors are not required to commit
their full time to our affairs and will allocate their time to other businesses. We presently expect each of our officers and directors
to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week
while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target
business for a business combination). The past successes of our executive officers and directors do not guarantee that we will successfully
consummate an initial business combination.
For more information on the foregoing
conflicts of interest and the relevant pre-existing fiduciary duties or contractual obligations of our management team, see the section
titled “Management — Conflicts of Interest.”
Competitive Strengths
We believe we have the following
competitive strengths:
Status as a public company
We believe 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 the 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 shares of common stock or for a combination of
our shares of common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses
might find this method a more certain and cost-effective method to becoming a public company than the 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 public, 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 stockholders’ interests than it would have as a privately-held company. Being public can offer further benefits by augmenting
a company’s profile among potential new customers and vendors and aid in 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 inherent limitations include limitations 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 stockholder approval of a
business combination, which may delay the consummation of a transaction.
Financial position
With funds in the trust account of $62,000,000 (or $71,300,000 if the over-allotment
option is exercised in full) available to use for a 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 or 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.
Management Expertise
We will seek to capitalize
on the operating experience and contacts of our officers and directors in consummating an initial business combination. We believe the
network and skills of these individuals make them valuable resources to our company and will assist us in consummating a transaction.
Past performance of our management team or their affiliates is not a guarantee either (i) of success with respect to any business combination
we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination.
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 and potential loss of voting control, among others. 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. Although we are not required or bound to acquire a
business in a particular geographic region or industry sector, we expect to focus our efforts in North America, Europe and Asia, and in
the healthcare, technology, green economy and consumer products sectors. None of our officers, directors, sponsor and other affiliates
has engaged in any substantive discussions on our behalf with representatives of other companies regarding the possibility of a potential
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 the requirement
that while we are listed on Nasdaq our target business have a fair market value of 80% of the trust account balance (excluding taxes payable
on the interest earned on the trust account), as described below, we will have virtually unrestricted flexibility in identifying and selecting
a prospective acquisition candidate. Except as described elsewhere in this prospectus, we have not established any other specific attributes
or criteria (financial or otherwise) for prospective target businesses. 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. To the extent
we effect a business combination with a financially unstable company or an entity in its early stage of development or growth, including
entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations
of financially unstable and early stage or potential emerging growth companies. 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 identified
any acquisition candidates, we believe based on our management’s business knowledge and past experience that there are numerous
acquisition candidates. We expect that our principal means of identifying potential target businesses will be through the extensive contacts
and relationships of our founders, 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, we believe that the relationships they have developed
over their careers 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 founders, officers
and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through
their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or
conventions. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in
business acquisitions on any formal basis, 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, 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, our initial business combination (regardless
of the type of transaction that it is) other than the repayment of non-interest bearing loans and reimbursement of any out-of-pocket expenses.
Our audit committee will review and approve all reimbursements and payments made to our 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 or directors or their affiliates. 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 stockholders from a financial point of view.
Selection of a Target Business and Structuring
of a Business Combination
Subject to the limitations
that while we are listed on Nasdaq 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, 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:
• financial
condition and results of operation;
• growth
potential;
• brand
recognition and potential;
• experience
and skill of management and availability of additional personnel;
• capital
requirements;
• competitive
position;
• barriers
to entry;
• stage
of development of the products, processes or services;
• existing
distribution and potential for expansion;
• degree
of current or potential market acceptance of the products, processes or services;
• proprietary
aspects of products and the extent of intellectual property or other protection for products or formulas;
• impact
of regulation on the business;
• regulatory
environment of the industry;
• costs
associated with effecting the business combination;
• industry
leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and
• macro
competitive dynamics in the industry within which the company competes.
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 review 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
The target business or businesses
that we acquire must collectively have 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 execution of a definitive agreement for our initial business combination,
although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance (excluding taxes
payable on the interest earned on the trust account). 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 stockholders 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, or another
independent entity that commonly renders valuation opinions, as to the fair market value if our Board of Directors independently determines
that the target business complies with the 80% threshold.
If Nasdaq delists our securities
from trading on its exchange after this offering, we would not be required to satisfy the fair market value requirement described above
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.
We anticipate structuring
our initial business combination so that the post-transaction company in which our public stockholders own or acquire shares will own
or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or stockholders 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 business 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 outstanding voting
securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction
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 shares in exchange for all of the outstanding capital stock of a target,
or issue a substantial number of new shares to third parties in connection with financing our initial business combination. In such cases,
we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares,
our stockholders 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 outstanding 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 by us is what
will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business,
the 80% of net assets test will be based on the aggregate value of all of the target businesses.
Lack of Business Diversification
We expect to complete only
a single business combination. 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:
• 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
• 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.
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.
Stockholders May Not Have the Ability
to Approve an Initial Business Combination
In
connection with any proposed business combination, we will either (1) seek stockholder approval of our initial business combination
at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against
the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes
payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid
the need for a stockholder 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 stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her
or its shares. If enough stockholders tender their shares so that we are unable to satisfy any applicable closing condition set forth
in the definitive agreement related to our initial business combination, or we are unable to have net tangible assets of at least $5,000,001
and become subject to the SEC’s “penny stock” rules, we will not consummate such initial business combination. The decision
as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders 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 stockholder approval. If we
so choose and we are legally permitted to do so, we will have the flexibility to avoid a stockholder vote and allow our stockholders to
sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934, as amended, or Exchange Act, which
regulate issuer tender offers. 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. In the case of
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. In either
case, we will consummate our initial business combination only if upon such consummation either our shares are listed on a national securities
exchange as contemplated by Rule 3a51-1(a) under the Exchange Act or we have net tangible assets (as determined in accordance with Rule
3a51-1(g) of the Exchange Act, or any successor rule) of at least $5,000,001 (in either case, so that we are not subject to the SEC’s
“penny stock” rules) and, if we seek stockholder approval, a majority of the outstanding shares of common stock voted are
voted in favor of the business combination.
We chose to list our shares on the Nasdaq Global
Market and set our net tangible asset threshold of $5,000,001 as a condition to consummating a business combination 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 stockholders may therefore have to wait up to 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 and our officers and directors have agreed (1) to vote their
sponsor shares as well as any public shares acquired in or after this offering in favor of any proposed business combination, (2) not
to propose, or vote in favor of, an amendment to the Certificate of Incorporation, prior to a business combination, to affect the substance
or timing of the Company’s obligation to redeem all public shares if it cannot complete an business combination within nine months
(or up to 21 months) of the closing of this proposed offering, unless the Company provides public stockholders an opportunity to redeem
their public shares, (3) not to redeem any shares of common stock in connection with a stockholder vote to approve a proposed initial
business combination and (4) not sell any shares of common stock in any tender in connection with a proposed initial business combination.
As a result, if we sought stockholder approval of a proposed transaction we could need as few as 2,325,001 of our public shares (or approximately
37.5% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming the over-allotment
option is not exercised and the founders do not purchase any units in this offering or units or shares in the after-market). Further,
assuming that only a quorum of 3,875,001 shares of our common stock is present in person or by proxy
at stockholder meeting to approve our initial business combination, if only the minimum number of shares representing a quorum are voted,
such approval would require the affirmative vote of 1,925,001 shares of our common stock, which means that, in addition to our
initial stockholders’ shares, we would need only 387,501, or approximately 6.25%, of the 6,200,000
public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination
approved (assuming the over-allotment option is not exercised and the founders do not purchase any units in this offering or units or
shares in the after-market).
Permitted Purchases of Our Securities
In the event 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 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. There is no limit on the number of shares
such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or their affiliates
determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could
have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to
purchase shares in such transactions. They will not make 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. 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 their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to
exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.
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.
The purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood
of obtaining shareholder approval of the business combination or (ii) 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. 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 shares of common stock
may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain
the quotation, listing or trading of our securities on a national securities exchange.
Our sponsor, officers, directors, advisors and/or
their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors, advisors or their affiliates
may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted
by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor,
officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders
who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business combination.
Such persons would select the shareholders from whom to acquire shares based on the number of shares available, the negotiated price per
share and such other factors as any such person may deem relevant at the time of purchase. 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. Our sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases
comply with Regulation M under the Exchange Act and the other federal securities laws.
Any purchases by our sponsor, officers, directors,
advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the
extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation
under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must
be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors, advisors and/or their
affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of
the Exchange Act.
Redemption/Tender Rights
At any meeting called to approve
an initial business combination, public stockholders may seek to redeem their public shares, regardless of whether they vote for or against
the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, less any taxes
then due but not yet paid. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements
with us, not to redeem any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account.
If we hold a meeting to approve an initial business combination, a holder will always have the ability to vote against a proposed business
combination and not seek redemption of his or her shares.
Alternatively, if we engage
in a tender offer, each public stockholder will be provided the opportunity to sell his or her public shares to us in such tender offer.
The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount
of time we would need to provide holders to determine whether they want to sell their public shares to us in the tender offer or remain
an investor in our company.
Our
initial stockholders, officers and directors will not have redemption rights with respect to any shares of common stock owned by them,
directly or indirectly, whether acquired prior to this offering or purchased by them in this offering or in the aftermarket.
Whether
we elect to effectuate our initial business combination via stockholder vote or tender offer, we
may also require public stockholders, whether they are a record holder or hold their shares in “street name,” to either (i)
physically tender their certificates (if any) 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. The proxy solicitation materials that we will furnish
to stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders
to satisfy such delivery requirements. Accordingly, a stockholder would have from the time our proxy statement is mailed through the date
set forth in the proxy materials or tender offer documents sent in connection with 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, her or its redemption rights. Under Delaware law and our
bylaws, we are required to provide at least 10 days’ advance notice of any stockholder meeting, which would be the minimum amount
of time a stockholder would have to determine whether to exercise redemption rights. As a result, if we require public stockholders who
wish to redeem their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with
the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for redemption.
Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain our securities when they otherwise
would not want to.
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 a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming
holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights. The
need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
However, in the event we require stockholders seeking to exercise redemption rights to deliver their shares 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
stockholders.
Any request to redeem or tender
such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender offer.
Furthermore, if a holder of a public share delivered his or her certificate in connection with an election of their redemption or tender
and subsequently decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise
such rights, he 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 stockholders who elected to exercise their redemption or tender rights would
not be entitled to redeem 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.
The foregoing is different
from the procedures used by traditional blank check companies. In order to perfect redemption rights in connection with their business
combinations, many traditional blank check companies would distribute proxy materials for the stockholders’ vote on an initial business
combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such
holder was seeking to exercise its redemption rights. After the business combination was approved, the company would contact such stockholder
to arrange for it to deliver its certificate to verify ownership. As a result, the stockholder then had an “option window”
after the consummation of the business combination during which it could monitor the price of the company’s stock in the market.
If the price rose above the conversion price, it could sell its shares in the open market before actually delivering his shares to the
company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder
meeting, would become an “option” right surviving past the consummation of the business combination until the converting holder
delivered its certificate. The requirement for physical or electronic delivery prior to the closing of the stockholder meeting ensures
that a holder’s election to convert is irrevocable once the business combination is completed.
Automatic Liquidation of Trust Account if
No Business Combination
If we do not complete a business combination within nine months (or up
to 21 months, as discussed below) 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
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law. However, if we anticipate that we may not be able to consummate
our initial business combination within nine months, we may, but are not obligated to, extend the period for up to twelve (12) additional
one-month periods to consummate a business combination. Pursuant to the terms of our amended and restated certificate of incorporation
and the trust agreement to be entered into between us and Continental Stock Transfer and Trust Company, LLC on the date of this prospectus,
in order to extend the time available for us to consummate our initial business combination, our board of directors would adopt a resolution
authorizing such extension and our founders or their affiliates or designees (which may include the potential target business), upon five
days advance notice prior to the applicable deadline, must deposit into the trust account $206,667 (or $237,667 if the underwriters' over-allotment
option is exercised in full) ($0.0333 per share in either case) on or prior to the date of the applicable deadline for each one-month
extension (or up to an aggregate of $2,480,000 (or $2,852,000 if the underwriters' over-allotment option is exercised in full), or $0.40
per share if we extend for the full twelve months). The providers of such additional funds will receive a non-interest bearing, unsecured
promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination
unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial
business combination, or, at the lender's discretion, converted upon consummation of our business combination into additional warrants
at a price of $1.00 per warrant. Our founders have approved the issuance of the private warrants upon conversion of such notes, to the
extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. In the event that
we receive notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue
a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press
release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates
or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the
extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such
insiders (or their affiliates or designees) may deposit the entire amount required. If we do extend the period of time to consummate our
initial business combination as described above, we would follow the same liquidation procedures described above if we do not complete
a business combination by the end of the extended period. At such time, the warrants and rights will expire and holders of warrants and
rights will receive nothing upon a liquidation and the warrants and rights will be worthless.
There will be no redemption rights or liquidating
distributions with respect to our warrants and rights, which will expire worthless if we fail to complete our initial business combination
within the nine-month time period (or up to 21-month time period) from the closing of this offering. We will pay the costs of our liquidation
from our remaining assets outside of the trust account. However, the liquidator may determine that he or she requires additional time
to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors).
Under the Delaware General
Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100%
of our outstanding public shares in the event we do not complete our initial business combination within the required time period may
be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section
280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including
a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation
may reject any claims brought, and an additional 150-day waiting period before any redemptions are made to stockholders, any liability
of stockholders with respect to a redemption is limited to the lesser of such stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Furthermore, if the pro rata
portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do
not complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware
law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the
statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years,
as in the case of a liquidation distribution. It is our intention to redeem our public shares as soon as reasonably possible following
the 18th month from the closing of this offering and, therefore, we do not intend to comply with the above procedures. As such, our stockholders
could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders
may extend well beyond the third anniversary of such date.
Because we will not be complying
with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt
a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may
be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating
company, and our operations will be limited to seeking to complete an initial business combination, the only likely claims to arise would
be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
We will seek to have all third
parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid
and enforceable agreements 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. The underwriters in this offering will execute such a waiver agreement.
As a result, the claims that could be made against
us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore
believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute
the funds in the trust account to our public stockholders. Nevertheless, there is no guarantee that vendors, service providers and prospective
target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver,
we will execute an agreement with that entity only if our management first determines that we would be unable to obtain, on a reasonable
basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where
we may engage a third party that refused to execute a waiver would be the engagement of a third party consultant who cannot sign such
an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular
expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a
situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver.
There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account.
As a result, if we liquidate, the per-share distribution from the trust account could be less than approximately $10.00 (whether or not
the underwriters’ over-allotment option is exercised in full) due to claims or potential claims of creditors. Our sponsor has agreed
that it will be liable to us, if and to the extent any claims by a vendor 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 amounts in the trust account to below $10.00
per share (whether or not the underwriters’ over-allotment option is exercised in full), 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
underwriter 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, our sponsor will not be responsible to the extent of any liability for such
third-party claims. Our sponsor has been newly formed and we believe that our sponsor’s only assets are securities or promissory
notes of our company. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor
to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest
or claim of any kind in or to monies held in the trust account.
We will distribute to all
of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the
trust account, inclusive of any interest not previously released to us, subject to our obligations under Delaware law to provide for claims
of creditors as described below.
If we are unable to consummate
an initial business combination and are forced to redeem 100% of our outstanding public shares for a portion of the funds held in the
trust account, we anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date and
anticipate it will take no more than 10 business days to effectuate the redemption of our public shares. Our insiders have waived their
rights to participate in any redemption with respect to their insider shares. We will pay the costs of any subsequent liquidation from
our remaining assets outside of the trust account and from the interest income on the balance of the trust account (net income and other
tax obligations) that may be released to us to fund our working capital requirements. If such funds are insufficient, our sponsor has
agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has
agreed not to seek repayment of such expenses. Each holder of public shares will receive a full pro rata portion of the amount then in
the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us or necessary
to pay our taxes. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference
to the claims of public stockholders.
Our public stockholders shall
be entitled to receive funds from the trust account only in the event of our failure to complete our initial business combination in the
required time period or if the stockholders seek to have us redeem their respective shares of common stock upon a business combination
which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust
account.
If we are forced to file a
bankruptcy case or an involuntary bankruptcy case is filed against us which 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 stockholders. To the extent any bankruptcy claims deplete the trust account, the per share redemption
amount received by public stockholders may be less than $10.00.
If, after we distribute
the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is
filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or
bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court
could seek to recover all amounts received by our stockholders. 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, thereby exposing itself and us to claims of punitive damages, by
paying public stockholders from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these
reasons.
Certificate of Incorporation
Our amended and restated certificate
of incorporation contains certain requirements and restrictions relating to this offering that will apply to us until the consummation
of our initial business combination. If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating
to stockholder’s rights or pre-business combination activity (including the substance or timing within which we have to complete
a business combination), we will provide our public stockholders with the opportunity to redeem their shares of common stock 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 earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided
by the number of then outstanding public shares, in connection with any such vote. Our sponsor, officers and directors have each agreed
to waive any redemption rights with respect to any insider shares, private shares and any public shares they may hold in connection with
any vote to amend our certificate of incorporation. Specifically, our certificate of incorporation includes several provisions which can
impact our ability to consummate a business combination including, among other things, that:
• prior
to the consummation of our initial business combination, we shall either (1) seek stockholder approval of our initial business combination
at a meeting called for such purpose at which public stockholders may seek to redeem their shares of common stock, regardless of whether
they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account,
or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the
need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account,
in each case subject to the limitations described herein;
• in connection with our initial business combination, we will not redeem
our public shares in an amount that would cause our net tangible assets to be less than $5,000,001; accordingly, we
will consummate our initial business combination only if upon such consummation either our shares are listed on a national securities
exchange as contemplated by Rule 3a51-1(a) under the Exchange Act or we have net tangible assets (as determined in accordance with Rule
3a51-1(g) of the Exchange Act, or any successor rule) of at least $5,000,001 (in either case, so that we are not subject to the SEC’s
“penny stock” rules) and a majority of the outstanding shares of common stock voted are voted in favor of the business combination;
•
in connection with any vote of our stockholders
to amend any provisions of our amended and restated certificate of incorporation
relating to stockholder’s rights or pre-business combination activity (including the substance or timing within which we have to
complete a business combination), we will not be able to amend our amended and restated certificate of incorporation or conduct the related
redemption of our pubic shares if holders of our public shares sought to exercise their redemption rights in connection with such proposal
in such an amount that we would not be able to satisfy the net tangible asset requirement (as described above), unless our shares are
listed on a national securities exchange as contemplated by Rule 3a51-1(a) under the Exchange Act;
• if
our initial business combination is not consummated within nine months of the closing of this offering (or up to 21 months from the
closing of this offering if we extend the period of time to consummate a business combination, as described in more detail elsewhere
in this prospectus), then our existence will terminate and we will distribute all amounts in the trust account to all of our public
holders of shares of common stock;
• upon
the consummation of this offering, $62,000,000, or $71,300,000 if the over-allotment option is exercised in full, shall be placed into
the trust account;
• we
may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar transaction prior to our initial business combination; and
• prior
to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i)
receive funds from the trust account or (ii) vote on any initial business combination.
If we were to seek to amend
any of these provisions of our certificate of incorporation, such amendment would require the vote of a majority of our outstanding shares
of common stock.
Our amended and restated certificate
of incorporation also has certain provisions which can impact the ability of holders of our common stock to obtain redemption of their
shares into funds held in trust. Under our amended and restated certificate of incorporation, if we seek stockholder 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 certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder 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.
Potential Revisions to Agreements with Insiders
Each of our sponsor and officers
and directors has entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating to us
and our activities prior to a business combination. We could seek to amend these letter agreements without the approval of stockholders,
although we have no intention to do so. In particular:
• Restrictions
relating to liquidating the trust account if we failed to consummate a business combination in the time-frames specified above could be
amended, but only if we allowed all stockholders to redeem their shares in connection with such amendment;
• Restrictions
relating to our insiders being required to vote in favor of a business could be amended to allow our insiders to vote on a transaction
as they wished;
• The
requirement of members of the management team to remain our officer or director until the closing of a business combination could be amended
to allow persons to resign from their positions with us if, for example, the current management team was having difficulty locating a
target business and another management team had a potential target business;
• The
restrictions on transfer of our securities could be amended to allow transfer to third parties who were not members of our original management
team;
• The
obligation of our management team to not propose amendments to our organizational documents could be amended to allow them to propose
such changes to our stockholders;
• The
obligation of insiders to not receive any compensation in connection with a business combination could be modified in order to allow them
to receive such compensation;
• The
requirement to obtain a valuation for any target business affiliated with our insiders, in the event it was too expensive to do so.
Except as specified above,
stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes. Such changes could
result in:
• Our
having an extended period of time to consummate a business combination (although with less in trust as a certain number of our stockholders
would be likely to redeem their shares in connection with any such extension);
• Our
insiders being able to vote against a business combination;
• Our
operations being controlled by a new management team that our stockholders did not elect to invest with;
• Our
insiders receiving compensation in connection with a business combination; and
• Our
insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.
We will not agree to any such
changes unless we believed that such changes were in the best interests of our stockholders (for example, if we believed such a modification
were necessary to complete a business combination). Each of our officers and directors have fiduciary obligations to us requiring that
they act in our best interests and the best interests of our stockholders.
Competition
In
identifying, evaluating and selecting a target business, 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
identifying and effecting business combinations directly or through affiliates.
Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that
we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses may be
limited by our available financial resources.
The following also may not
be viewed favorably by certain target businesses:
• our
obligation to seek stockholder approval of a business combination or engage in a tender offer may delay the completion of a transaction;
• our
obligation to redeem or repurchase shares of common stock held by our public stockholders may reduce the resources available to us for
a business combination;
• our
obligation to pay the underwriters the business combination marketing fee upon consummation of our initial business combination; and
• our
outstanding warrants and the potential future dilution they represent.
Any of these factors
may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that
our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over
privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potential on
favorable terms.
If we succeed in effecting
a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure
you that, subsequent to a business combination, we will have the resources or ability to compete effectively.
Facilities
We currently maintain our
principal executive offices at 8 The Green, Suite #12490, Dover, Delaware 19901. The cost for this space is $50 per month with an unaffiliated
third party and the third party provides limited general and administrative services commencing on May 28, 2021 and is on a month to month
basis. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate
for our current operations.
Employees
We currently have one officer,
Jonathan Intrater, who is our Chief Executive Officer and Principal Financial and Accounting Officer. He is not obligated to devote any
specific number of hours to our matters and intends to devote only as much time as he deems necessary to our affairs. The amount of time
he will devote in any time period will vary based on whether a target business has been selected for the business combination and the
stage of the business combination process the company is in. Accordingly, once a suitable target business to acquire has been located,
management will spend more time investigating such target business and negotiating and processing the business combination (and consequently
spend more time on our affairs) than had been spent prior to locating a suitable target business. We presently expect our executive officers
to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full-time employees
prior to the consummation of a business combination.
Periodic Reporting and Audited Financial
Statements
As of the date of this prospectus,
we have registered our units, shares of common stock and warrants under the Exchange Act. Consequently, we 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 report will contain financial statements audited and reported on by our independent registered public accountants.
We will provide stockholders
with audited financial statements of the prospective target business as part of any proxy solicitation materials or tender offer documents
sent to stockholders to assist them in assessing the target business. These financial statements will need to be prepared in accordance
with or reconciled to United States generally accepted accounting principles or international financial reporting standards. We cannot
assure you that any particular target business identified by us as a potential acquisition candidate will have the necessary financial
statements. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.
We may be required to have
our internal control procedures audited for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. A target company
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.
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.
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 have not completed
our initial business combination within nine months from the closing of this offering or during any Extension Period.
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Redemption in Connection
with our Initial Business Combination
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Other Permitted
Purchases of Public Shares by our Affiliates
|
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 stockholder vote. The
redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder
vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit
in the trust account, calculated as of two business days prior to the consummation of the initial business combination (which is
initially anticipated to be $10.00 per public share), including interest (which interest shall be net of taxes payable), divided by
the number of then outstanding public shares, subject to the limitation that no redemptions will take place if, upon our initial
business combination, all of the redemptions would cause our net tangible assets to be less than $5,000,001 following such
redemptions, 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 stockholder approval of our initial business combination, our founders, directors, officers, advisors or any of their
respective 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. Such purchases will be restricted except to the extent such purchases are able
to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under
Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase
shares in such transactions.
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If we have not completed our initial business combination within nine months
from the closing of this offering or during any Extension Period, 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 public share), 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 public
shares.
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Impact to remaining
stockholders
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The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the Marketing Fee and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).
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If the permitted purchases described above are made, there will be no impact to our remaining stockholders 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 stockholders, who will be our only remaining stockholders 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 the underwriters will not exercise their over-allotment option. None of the provisions of
Rule 419 apply to our offering and the underwriters will not exercise their over-allotment option
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Terms of the Offering
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Terms Under a Rule 419 Offering
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Escrow
of offering proceeds
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Nasdaq
rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited
in a trust account. $62,000,000 of the net offering proceeds units will be deposited into a U.S.-based trust account maintained by
Continental Stock Transfer & Trust Company, acting as trustee.
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At
least $55,800,000 of the offering proceeds 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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An amount
of $62,000,000 of net offering proceeds will only be invested in United States “government securities” within the meaning
of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
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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 stockholders 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 the 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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|
While we are listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the trust account (excluding the taxes payable on the interest earned on the trust account) at the time of the agreement to enter into the initial business combination.
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We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
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Trading of securities issued
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The units
may commence trading on or promptly after the date of this prospectus. The shares of common stock, warrants and rights comprising
the units will begin to trade separately on the 90th
day after the date of this prospectus
unless Ladenburg Thalmann, the representative of the underwriters, informs us of its decision to allow earlier separate trading,
provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt
of the proceeds of this offering, including any proceeds we receive from the exercise of the over-allotment option, if such option
is exercised prior to the initial filing of such Current Report on Form 8-K. 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 in this Form 8-K, an amendment thereto, or in a subsequent Form 8-K, information indicating if Ladenburg Thalmann.
has allowed separate trading of the shares of common stock and warrants prior to the 90th
day after the date of this prospectus.
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No trading
of the units or the underlying shares of common stock, warrants or rights 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 the one year anniversary of the closing of this offering or the 30th day after the completion of our initial business combination.
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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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We will provide our public stockholders 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, calculated as of two business days prior to the consummation 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 stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, 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 stockholder 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 stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.
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A prospectus containing information required by the SEC would be sent to each 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 the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her 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 would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.
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Terms of the Offering
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Terms Under a Rule 419 Offering
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Business combination deadline
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Pursuant to our amended and restated Certificate of Incorporation, if we are unable
to complete our initial business combination within nine months (or up to 21 months) from the closing of this offering, it will trigger
the commencement of our winding up, dissolution and liquidation.
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If an acquisition has not been consummated within nine months (or up to 21 months) after the effective date of the
initial registration statement, funds held in the trust or escrow account would be returned to investors
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Limitation on
redemption rights
of stockholders
holding more than
15% of the shares
sold in this offering
if we hold a
stockholder vote
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If we seek stockholder 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 certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any
other person with whom such stockholder 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 public stockholders’ 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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Most blank check companies provide no restrictions on the ability
of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination.
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Tendering stock
certificates in
connection with a
tender offer or redemption rights
|
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We may require our public stockholders 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 the 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 tender offer or 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 stockholders to satisfy such
delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close
of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy
materials, as applicable, 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 stockholders
to arrange for them to deliver their certificate to verify ownership.
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Terms of the Offering
|
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Terms Under a Rule 419 Offering
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Interest earned on the funds in the trust account
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There can be released to us, from time to time, any interest earned
on the funds in the trust account that we may need to pay our tax obligations. The remaining interest earned on the funds in the trust
account will not be released until the earlier of the completion of a business combination and our liquidation upon failure to effect
a business combination within the allotted time.
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All interest earned on the funds in the trust account will be held
in trust for the benefit of public stockholders until the earlier of the completion of a business combination and our liquidation upon
failure to effect a business combination within the allotted time.
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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, the funds
held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business
combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended
and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within nine (or up to 21) months from the closing of this offering or (B) with
respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption
of all of our public shares if we have not completed our initial business combination within nine (or up to 21 months) from the closing
of this offering, subject to applicable law.
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The proceeds
held in the escrow account would not be released to the company 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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MANAGEMENT
Directors and Executive Officers
Our current directors and executive officers
are as follows:
|
Name
|
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Age
|
|
Position
|
|
Jonathan Intrater
|
|
63
|
|
Chairman of the Board and Chief Executive Officer and Principal Financial and Accounting Officer
|
|
Allan Liu
|
|
64
|
|
Director
|
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Loren Mortman
|
|
47
|
|
Director
|
Jonathan Intrater, age 63, is a
Managing Director in the investment banking department at Ladenburg, Thalmann & Co., Inc., which he joined in 1998. His
broad transactional experience over the past 29 years of investment banking encompassing over $10 billion in public equity and
high-yield note offerings, private placements of debt and equity securities, merger advisory transactions, and various debt
restructuring assignments. From September 2019 to August 2021, he served as a member of the board and Chairman of the audit
committee of GreenVision Acquisition Corp., a Nasdaq Capital Market-listed special purpose acquisition company which completed its initial
business combination in August 2021. Prior to joining Ladenburg Thalmann, he served as a Managing Director at the Brenner Securities
Corporation from 1982 to 1989 and a Senior Vice President, BIA/Frazier, Gross & Kadlec, the nation’s largest
telecommunications valuation firm from 1982 to 1989. Mr. Intrater holds an M.B.A from Vanderbilt University and a bachelor’s
degree from the University of Pennsylvania.
Allan Liu, age 64, is a partner and
Asia Chairman of the Versant Group, as well as Chairman of VG Asset Management Co, a Hong Kong SFC licensed company focused on asset management
since 2018. Prior to joining Versant, from 2006 to 2018, Mr. Liu was with Hong Kong-based Pacific Alliance Group (PAG) as a co-founding
partner of the group’s private equity business. PAG is now a leading alternative asset manager in Asia with over $40 billion USD
under management. Prior to joining PAG, in 1995 Mr. Liu co-founded and led American International Group’s direct investment fund
in China, Since the early 1980s, Mr. Liu has been involved in advising, managing and investing over $20 billion capital
in numerous projects for international corporations and investors, and participated in building successful funds and asset management
platforms.
Loren Mortman, age 47, is President
of The Equity Group Inc., an investor relations consulting firm founded in 1974 that specializes in investor communications, investment
community outreach, and IR advisory for small-to-mid-cap public and pre-public companies. After joining The Equity Group in 1997, she
spent 10 years implementing comprehensive investor relations programs for clients in various industries, including industrials, cleantech,
gaming, technology, healthcare and business services. Client programs involved investment thesis development, written communications,
investment community outreach, media relations, market intelligence and C-suite advisory. In 2007, Loren became a Senior Vice President
of The Equity Group, focusing on corporate development, and was appointed President in 2013. Loren acts in an advisory capacity, counseling
clients on transactions, critical communications, relations with the investment community, and other areas that relate to their postures
as public companies. Prior to joining The Equity Group, Loren was a Financial Analyst at Brenner Securities, an Investment Bank. Loren
earned her BBA in Finance from the Goizueta Business School at Emory University.
EXECUTIVE COMPENSATION
No executive officer has received any cash
compensation for services rendered to us.
No compensation or fees of any kind, including
finder’s, consulting fees and other similar fees, will be paid to our founders, members of our management team or their respective
affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial business combination (regardless
of the type of transaction that it is).
Directors, officers and founders will receive
reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential
target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to
and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on
the amount of out-of-pocket expenses reimbursable by us.
After our initial business combination, members of our management team who remain
with us may be paid employment, consulting, management or other fees from the combined company with any and all amounts being fully disclosed
to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. The amount of such compensation
may not be known at the time of a stockholder meeting held to consider an initial business combination, as it will be up to the directors
of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly
disclosed at the time of its determination in an Exchange Act filing such as Current Report on Form 8-K, as required by the SEC.
Director Independence
The
Nasdaq rules 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 that, in the opinion of the company’s board of directors, has no material relationship
with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company).
Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent
directors” as defined in the Nasdaq rules and applicable SEC rules prior to completion of this offering. Our Board
has determined that Allan Liu and Loren Mortman are each an “independent director” under Nasdaq listing standards and applicable
SEC rules.
Approval of our initial business combination will
require the affirmative vote of a majority of our board directors, which must include a majority of our independent directors.
Committees of the Board of Directors
Upon the effective date of the registration statement
of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a compensation
committee and a nominating and corporate governance committee. Subject to phase-in rules, the Nasdaq rules and Rule 10A-3 of
the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the Nasdaq rules
require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely
of independent directors. Each committee will operate under a charter that will be approved by our board of directors and will have the
composition and responsibilities described below.
Audit Committee
Effective upon the date of
this prospectus, we will establish an audit committee of the Board of Directors, which will initially consist of Allan Liu and Loren Mortman.
Mr. Liu and Ms. Mortman are each an independent director under Nasdaq listing standards. The audit committee’s duties, which are
specified in our Audit Committee Charter, include, but are not limited to:
• reviewing
and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether
the audited financial statements should be included in our Form 10-K;
• discussing
with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation
of our financial statements;
• discussing
with management major risk assessment and risk management policies;
• monitoring
the independence of the independent auditor;
• verifying
the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law;
• reviewing
and approving all related-party transactions;
• inquiring
and discussing with management our compliance with applicable laws and regulations;
• pre-approving
all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services
to be performed;
• appointing
or replacing the independent auditor;
• determining
the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the
independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
• reviewing
and approving any annual or long-term incentive cash bonus or equity or other incentive plans in which our executive officers may participate;
• establishing
procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or
reports which raise material issues regarding our financial statements or accounting policies; and
• approving
reimbursement of expenses incurred by our management team in identifying potential target businesses.
Financial Experts on Audit Committee
The audit committee will at
all times be composed exclusively of directors who are “financially literate” as defined under Nasdaq’s listing standards.
In addition, we must certify
to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting,
requisite professional certification in accounting, or other comparable experience or background that results in the individual’s
financial sophistication. The Board of Directors has determined that Ms. Loren Mortman qualifies as an “audit committee financial
expert,” as defined under rules and regulations of the SEC.
Nominating Committee
Effective upon the date of
this prospectus, we will establish a nominating committee of the Board of Directors, which will initially consist of Allan Liu and Loren
Mortman. Mr. Liu and Ms. Mortman are each an independent director under Nasdaq’s listing standards. The nominating committee is
responsible for overseeing the selection of persons to be nominated to serve on our Board of Directors. The nominating committee considers
persons identified by its members, management, stockholders, investment bankers and others.
Guidelines for Selecting Director Nominees
The guidelines for selecting
nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:
• should
have demonstrated notable or significant achievements in business, education or public service;
• should
possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors and bring a
range of skills, diverse perspectives and backgrounds to its deliberations; and
• should
have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.
The Nominating Committee will
consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in
evaluating a person’s candidacy for membership on the Board of Directors. The nominating committee may require certain skills or
attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider
the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not
distinguish among nominees recommended by stockholders and other persons.
Compensation Committee
Effective upon the date of
this prospectus, we will establish a compensation committee of the Board of Directors, which will initially consist of Allan Liu and Loren
Mortman. Mr. Liu and Ms. Mortman are each an independent director under Nasdaq’s listing standards. The compensation committee’s
duties, which are specified in our Compensation Committee Charter, include, but are not limited to:
• establishing,
reviewing, and approving our overall executive compensation philosophy and policies;
• 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;
• reviewing
and approving the compensation of all of our other executive officers;
• reviewing
our executive compensation policies and plans;
• receiving
and evaluating performance target goals for the senior officers and employees (other than executive officers) and reviewing periodic
reports from the CEO as to the performance and compensation of such senior officers and employees;
• implementing
and administering our incentive compensation equity-based remuneration plans;
• reviewing and approving any annual or long-term incentive cash bonus or equity or other incentive plans in which our executive officers may participate;
• reviewing
and approving for our CEO and other executive officers any employment agreements, severance arrangements, and change in control agreements
or provisions;
• reviewing
and discussing with management the Compensation Discussion and Analysis set forth in Securities and Exchange Commission Regulation S-K,
Item 402, if required, and, based on such review and discussion, determine whether to recommend to the Board that the Compensation Discussion
and Analysis be included in our annual report or proxy statement for the annual meeting of stockholders;
• assisting
management in complying with our proxy statement and annual report disclosure requirements;
• approving
all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and
employees;
• if
required, producing a report on executive compensation to be included in our annual proxy statement;
•
reviewing and recommending to the Board for approval the frequency with which we will conduct Say-on-Pay Votes, taking into account the
results of the most recent shareholder advisory vote on frequency of Say-on-Pay Votes required by Section 14A of the Exchange Act, and
review and recommend to the Board for approval the proposals regarding the Say-on-Pay Vote and the frequency of the Say-on-Pay Vote to
be included in our proxy statement filed with the SEC;
• conducting
an annual performance evaluation of the committee; and
• reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors.
Code of Ethics
Effective upon consummation
of this offering, we will adopt a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics
codifies the business and ethical principles that govern all aspects of our business.
Conflicts of Interest
Potential investors should
be aware of the following potential conflicts of interests:
• None
of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest
in allocating their time among various business activities.
• In
the course of their other business activities, our officers and directors may become aware of investment and business opportunities which
may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existing
fiduciary duties and contractual obligations to such entities (as well as to us) and may have conflicts of interest in determining to
which entity a particular business opportunity should be presented.
• Our
officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities
similar to those intended to be conducted by our company.
• With
certain limited exceptions, the sponsor shares will not be transferable or assignable by our sponsor and other initial stockholders
until the earlier of six months after the date of the consummation of our initial business combination and the date on which the
closing price of our shares of common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial
business combination, or earlier, if, subsequent to our initial business combination, we consummate a liquidation, merger, stock
exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash,
securities or other property. With certain limited exceptions, the private placement warrants, working capital warrants, extension
warrants, and the common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its
permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers
and directors may directly or indirectly own common stock 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.
• In
addition, our officers and directors may loan funds to us after this offering and may be owed reimbursement for expenses incurred in connection
with certain activities on our behalf which may only be repaid from the trust account if we complete an initial business combination.
For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation
in identifying and selecting a target business, completing a business combination in a timely manner and being able to transfer their
shares and private warrants.
• Our
sponsor, officers and directors have agreed to waive their redemption rights with respect to any sponsor shares and any public shares
held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders, officers
and directors have agreed to waive their redemption rights with respect to any sponsor shares held by them if we fail to consummate our
initial business combination within nine months after the closing of this offering or during any extension period. However, if our sponsor
or any of 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 placement warrants held in the trust account will be used to fund the redemption of our public shares, and the
private placement warrants will expire worthless.
• 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 to proceed with a particular business combination.
• Our
key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such key personnel was included by a target business as a condition to any agreement with respect to our initial business combination.
As a result of multiple business
affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities to multiple
entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity. We cannot assure you
that any of the above-mentioned conflicts will be resolved in our favor. Furthermore, each of our officers and directors has pre-existing
fiduciary or contractual obligations to other businesses of which they are officers or directors. To the extent they identify business
opportunities which may be suitable for the entities to which they owe pre-existing fiduciary or contractual obligations, our officers
and directors will honor those fiduciary or contractual obligations subject to his or her fiduciary duties under the laws of the State
of Delaware. Accordingly, it is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities
to which they owe pre-existing fiduciary or contractual obligations and any successors to such entities have declined to accept such opportunities
subject to his or her fiduciary duties under the laws of the State of Delaware.
Our certificate of incorporation
will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is
expressly offered to such person solely in his or her capacity as a director or officer of our company subject to his or her fiduciary
duties under the laws of the State of Delaware and such opportunity is one we are legally and contractually permitted to undertake and
would otherwise be reasonable for us to pursue.
The
conflicts described above may not be resolved in our favor. The following
table summarizes the other relevant pre-existing fiduciary or contractual obligations of our officers and directors:
|
Name of Individual
|
|
Name of Affiliated Entity
|
|
Position at Affiliated Entity
|
|
Jonathan Intrater
|
|
Ladenburg, Thalmann & Co. Inc.
|
|
Managing Director
|
|
Allan Liu
|
|
Versant Group
VG Asset Management Co
|
|
Asia Chairman
Chairman
|
|
Loren Mortman
|
|
The Equity Group Inc.
|
|
President
|
We
are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsors, officers or directors.
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 founders, officers or directors unless we have obtained
an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, and the
approval of a majority of our disinterested independent directors that the business combination is fair to our unaffiliated stockholders
from a financial point of view. Furthermore, in no event will any of our founders, members of our management team or their respective
affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order
to effectuate, an initial business combination (regardless of the type of transaction that it is) other than the amounts described in
this prospectus and the reimbursement of any out-of-pocket expenses.
As noted above, our Chief
Executive Officer is affiliated with Ladenburg Thalmann, which is also the underwriter in this offering. He will owe a pre-existing fiduciary
duty to Ladenburg Thalmann, meaning that he will present opportunities to Ladenburg Thalmann prior to presenting them to us, if, for example,
a potential target company is open to either raising funds in an offering or engaging in a transaction with a SPAC. This may limit the
number of potential targets they present to us for purposes of completing a business combination.
Ladenburg Thalmann is continuously
made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination. While
Ladenburg Thalmann will not have any duty to offer acquisition opportunities to us, Ladenburg Thalmann may become aware of a potential
transaction that is an attractive opportunity for us, which Ladenburg Thalmann may decide to share with us. In addition, our officers
and directors may have a duty to offer acquisition opportunities to other entities to which they owe duties or clients of affiliates of
our sponsor. In addition, investment ideas generated within Ladenburg Thalmann, including by our Chief Executive Officer and other persons
who may make decisions for the company, may be suitable both for us and for affiliates of Ladenburg Thalmann or any of their respective
clients, and may be directed initially to such persons rather than to us. None of Ladenburg Thalmann nor members of our management team
who are also employed by Ladenburg Thalmann have any obligation to present us with any opportunity for a potential business combination
of which they become aware unless it is offered to them solely in their capacity as a director or officer of the Company and after they
have satisfied their contractual and fiduciary obligations to other parties.
Prior to the closing of this
offering, we will enter into a Business Combination Marketing Agreement with Ladenburg Thalmann, pursuant to which we will engage Ladenburg
Thalmann to provide certain specified services to us in connection with our initial business combination. In particular, Ladenburg Thalmann
may assist us in holding meetings with our stockholders to discuss the potential business combination and the target business’s
attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the potential business
combination, provide financial advisory services to assist us in our efforts to obtain any stockholder approval for the business combination
and assist us with our press releases and public filings in connection with the business combination, but will not provide any M&A-related
advisory services pursuant to the Business Combination Marketing Agreement. This agreement will provide that we will pay Ladenburg Thalmann
the Marketing Fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate,
2.5% of the gross proceeds of this offering. In the ordinary course of business, Ladenburg Thalmann and its affiliates may at any time
hold long or short positions, and may trade or otherwise effect transactions, for its own account and the accounts of customers, in debt
or equity securities of us, our affiliates or other entities that may be involved in the transactions contemplated by the Business Combination
Marketing Agreement, and may provide advisory and other services to one or more actual or potential business combination targets, investors
or other parties to any business combination or other transaction entered into by us, for which services Ladenburg Thalmann or one or
more of its affiliates may be paid fees, including fees conditioned upon the closing of a particular business combination or other transaction
or transactions. This financial interest may result in Ladenburg Thalmann having a conflict of interest when providing the services to
us in connection with an initial business combination. See “Underwriting — Business Combination Marketing Agreement.”
Limitation on Liability and Indemnification of Officers and Directors
Our amended and restated certificate of incorporation
will provide that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists
or may in the future be amended. In addition, our amended and restated certificate of incorporation will provide that our directors will
not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they
violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized
unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions
as directors.
We will enter into agreements with our officers
and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate
of incorporation. Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability
arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We will 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. Except
with respect to any public shares they may acquire in this offering or thereafter (in the event we do not consummate an initial business
combination), our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the
initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the
trust account, and not to seek recourse against the trust account for any reason whatsoever, including with respect to such indemnification.
These provisions may discourage stockholders from
bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the
likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit
us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement
and damage awards against officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the directors’
and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers
and directors.
PRINCIPAL STOCKHOLDERS
The following table sets forth
information regarding the beneficial ownership of our shares of common stock as of the date of this prospectus and as adjusted to reflect
the sale of our shares of common stock included in the units offered by this prospectus (assuming none of the individuals listed purchase
units in this offering), by:
• each
person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
• each
of our officers and directors; and
• all
of our officers and directors as a group.
Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does
not reflect beneficial ownership of the warrants included in the units offered by this prospectus or the private warrants included the
private placement as these warrants are not exercisable within 60 days of the date of this prospectus. The following table presents the
number of shares and percentage of our common stock owned by our initial stockholders before and after this offering. The post-offering numbers
and percentages presented assume that the underwriters do not exercise the over-allotment option and there are 7,750,000 shares of
our common stock, consisting of 6,200,000 public shares and 1,550,000 sponsor shares, issued and outstanding after this offering.
|
|
|
Prior
to Offering
|
|
After
Offering
|
|
Name
and Address of Beneficial Owner(1)
|
|
Amount
and
Nature of
Beneficial
Ownership(2)
|
|
Approximate
Percentage of
Outstanding
Shares
|
|
Amount
and
Nature of
Beneficial
Ownership(2)
|
|
Approximate
Percentage of
Outstanding
Shares(2)
|
|
Mana
Capital LLC(3)
|
|
1,550,000
|
|
100
|
%
|
|
1,490,000
|
(2)
|
|
19.2
|
%
|
|
Jonathan
Intrater(4)
|
|
—
|
|
—
|
%
|
|
—
|
(2)
|
|
--
|
|
|
Allan
Liu(5)
|
|
—
|
|
—
|
%
|
|
30,000
|
|
|
*
|
|
|
Loren
Mortman(5)
|
|
—
|
|
—
|
%
|
|
30,000
|
|
|
*
|
|
All
directors and executive officers as a group
(three individuals)
|
|
—
|
|
—
|
%
|
|
60,000
|
|
|
0.8
|
%
|
_____________________
* less
than 1%
(1) Unless
otherwise indicated, the business address of the sponsor and each of the individuals is the address of the Company, 8 The Green, Suite
#12490, Dover, Delaware 19901.
(2) Excludes
private warrants to be purchased by our sponsor upon the closing of this offering and assumes that the over-allotment option has not
been exercised.
|
|
(3)
|
Tong Mao is the owner of substantially all of the voting interests of Mana Capital LLC and has the power
to direct its affairs, including the voting and sale of all securities of the Company owned by Mana Capital LLC.
|
(4) Excludes
150,000 sponsor shares and 100,000 private warrants to be transferred to the listed holder by our sponsor upon, or subsequent to, the
closing of our initial business combination.
|
|
(5)
|
Shares held by listed holder will be transferred to such person by our sponsor.
|
Immediately after this offering,
our founders will beneficially own approximately 20% of the then issued and outstanding shares of common stock (assuming they do not purchase
any units offered by this prospectus). None of our founders, officers and directors has indicated to us that it or they intend to purchase
our securities in the offering. Because of the ownership block held by our founders, officers and directors, such individuals may be able
to effectively exercise influence over all matters requiring approval by our stockholders, including the election of directors and approval
of significant corporate transactions other than approval of our initial business combination.
In November
2021, we entered into an amended and restated subscription agreement with the sponsor pursuant to which we issued the sponsor an
additional 50,000 shares, resulting in the sponsor holding an aggregate of 1,550,000 shares (so that the sponsor shares will account
for 20% of our issued and outstanding shares after this offering) and also agreed that, if the underwriters exercise the
over-allotment option, we will issue to our sponsor such number of additional shares of common stock (up to 232,500 shares) as
to maintain our sponsor’s ownership at 20% or our issued and outstanding common stock upon the consummation of this
offering.
All of the sponsor shares held by our sponsor and
our two directors outstanding prior to the date of this prospectus will be placed in escrow with Continental Stock Transfer & Trust
Company, as escrow agent, until the earlier of six months after the date of the consummation of our initial business combination and the
date on which the closing price of our shares of common stock equals or exceeds $12.00 per share (as adjusted for share splits, share
capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our
initial business combination, or earlier, if, subsequent to our initial business combination, we consummate a liquidation, merger, stock
exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities
or other property.
During
the escrow period, the holders of these shares will not be able to sell or transfer their securities except for transfers, assignments
or sales (i) to our officers or directors, any affiliate or family member of any of our officers or directors, any of the sponsor’s
members, officers, directors, consultants, or affiliates of the sponsor or any of their affiliates or any other pecuniary interest holders
in the sponsor at the time of this offering or family members of the foregoing ,
(ii) to an initial holder’s stockholders or members upon its liquidation, (iii) by gift to a member of an individual stockholder’s
family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual
or to a charitable organization, (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, (vii)
in connection with the consummation of our initial business combination, by private sales at prices no greater than the price at which
the shares were originally purchased, (viii) in the event of our liquidation prior to our consummation of an initial business combination,
(ix) by virtue of the laws of the State of Delaware or the sponsor’s limited liability company agreement upon dissolution
of the sponsor, or (x) in the event that, subsequent to the consummation of an initial business combination, we complete a liquidation,
merger, capital stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their
common stock for cash, securities or other property in each case (except for clauses
(vi), (viii), (ix) or (x) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound
by these transfer restrictions. The holders will retain all other rights as our stockholders, including, without limitation, the right
to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares
of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, there
will be no liquidation distribution with respect to the sponsor.
Additionally, our sponsor has committed (either
directly or through affiliates or des7ignees) to purchase 2,500,000 warrants at the time of the closing of the offering in a private placement,
for an aggregate price of $2,500,000. These private warrants will have an exercise price of $11.50 per share. This purchase of the additional
2,500,000 warrants will take place on a private placement basis simultaneously with the consummation of this offering.
Our Sponsor has agreed to
transfer to Mr. Intrater an aggregate of 150,000 of its sponsor shares upon, or subsequent to, the consummation of our initial business
combination. In addition, our Sponsor agreed to transfer to Mr. Intrater 100,000 of the private warrants following the consummation of
our initial business combination if the closing price of our common stock is greater than $12.50 per share for twenty (20) consecutive
trading days prior to the consummation of our initial business combination. Further, prior to the completion of this offering, our sponsor
will transfer 30,000 of its sponsor shares to each of Mr. Liu and Ms. Mortman in consideration of future services to us as a director
of the Company.
We will enter into a registration rights agreement
with our founders, officers, directors or their affiliates prior to or on the effective date of this offering pursuant to which we will
agree to register any shares of common stock, warrants (including working capital and extension warrants), and shares underlying such
warrants, that are not then covered by an effective registration statement. The holders of a majority of these securities are entitled
to make up to two demands that we register such securities. The holders of a majority of these securities can elect to exercise these
registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements.
In order to meet our working capital needs following
the consummation of this offering, our founders, officers, directors and their respective affiliates or designees 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 working capital
loan would be evidenced by a promissory note. The working capital notes would either be paid upon consummation of our initial business
combination, without interest, or, at holder’s discretion, up to $2,400,000 of the notes may be converted into working capital warrants
at a price of $1.00 per warrant. The working capital warrants would be identical to the private warrants issued to the sponsor. In the
event that the initial business combination does not close, we may use a portion of the working capital loans held outside the trust account
to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.
Our executive officers and
directors, and Mana Capital LLC, are our “promoters,” as that term is defined under the federal securities laws.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On June 22, 2021, our sponsor
has purchased 1,437,500 shares of common stock for an aggregate purchase price of $25,000. In September 2021, we amended the terms of
the subscription agreement to issue our sponsor an additional 62,500 shares of common stock, resulting in our sponsor holding an aggregate
of 1,500,000 shares of common stock so that the shares of common stock held by our sponsor will account for, in the aggregate, 20% of
our issued and outstanding shares after this offering. In November 2021,
we entered into an amended and restated subscription agreement with the sponsor pursuant to which we issued the sponsor an additional
50,000 shares, resulting in the sponsor holding an aggregate of 1,550,000 shares (so that the sponsor shares will account for 20% of our
issued and outstanding shares after this offering) and also agreed that, if the underwriters exercise the over-allotment option, we will
issue to our sponsor such number of additional shares of common stock (up to 232,500 shares) as
to maintain our sponsor’s ownership at 20% or our issued and outstanding common stock upon the consummation of this offering.
If the underwriters determine the size of the
offering should be increased (including pursuant to Rule 462(b) under the Securities Act) or decreased, a share dividend or a contribution
back to capital, as applicable, would be effectuated in order to maintain our founders’ ownership at a percentage of the number
of shares to be sold in this offering.
The
sponsor shares are identical to the shares of common stock included in the units being sold in this offering. However, the holders of
sponsor shares have agreed (A) to vote their sponsor shares (as well as any public shares acquired in or after this offering) in favor
of any proposed business combination, (B) not to propose an amendment to the Certificate of Incorporation, prior to a business combination,
to affect the substance or timing of the Company’s obligation to redeem all public shares if it cannot complete an business combination
within nine months (or up to 21 months) of the closing of this proposed offering, unless the Company provides public stockholders an opportunity
to redeem their public shares, (C) not to redeem any shares in connection with a stockholder vote to approve a proposed initial business
combination or any amendment to our charter documents prior to consummation of an initial business combination or sell any shares to us
in a tender offer in connection with a proposed initial business combination and (D) that the sponsor shares shall not participate in
any liquidating distribution from the trust account upon winding up if a business combination is not consummated. Additionally, all of
the sponsor shares outstanding prior to the date of this prospectus will be placed in escrow with Continental Stock Transfer & Trust
Company, as escrow agent, until the earlier of six months after the date of the consummation of our initial business combination and the
date on which the closing price of our shares of common stock equals or exceeds $12.00 per share (as adjusted for share splits, share
capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our
initial business combination, or earlier, if, subsequent to our initial business combination, we consummate a liquidation, merger, stock
exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities
or other property. The limited exceptions include transfers, assignments or sales (i) to our officers or directors, any affiliate
or family member of any of our officers or directors, any of the sponsor’s members, officers, directors, consultants, or affiliates
of the sponsor or any of their affiliates or any other pecuniary interest holders in the sponsor at the time of this offering or family
members of the foregoing , (ii) to an initial holder’s stockholders or members
upon its liquidation, (iii) by gift to a member of an individual stockholder’s family or to a trust, the beneficiary of which is
a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization, (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, (vii) in connection with the consummation of our
initial business combination, by private sales at prices no greater than the price at which the shares were originally purchased, (viii)
in the event of our liquidation prior to our consummation of an initial business combination,(ix) by virtue of the laws of the
State of Delaware or the sponsor’s limited liability company agreement upon dissolution of the sponsor, or (x) in the event
that, subsequent to the consummation of an initial business combination, we complete a liquidation, merger, capital stock exchange or
other similar transaction which results in all of our stockholders having the right to exchange their common stock for cash, securities
or other property, in each case (except for clauses (vi), (viii), (ix), or (x)
or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions.
On
June 11, 2021, our sponsor agreed to loan us up to $200,000 pursuant to a note which is due and payable on the later of December 11, 2021
in the event that this offering is not successfully completed by such date or the date on which we complete our initial business
combination. As of June 30, 2021, we had borrowed $45,000 under this note. The outstanding principal amount payable under this note may
be converted, at the option of the holder, into up to 200,000 working capital warrants at a price of $1.00 per warrant, with each working
capital warrant entitling the holder to purchase one share of our common stock at an exercise price of $11.50 per share. The
working capital warrants would be identical to the private warrants.
Additionally, our sponsor has committed (either
directly or through affiliates or designees) to purchase 2,500,000 warrants at the time of the closing of the offering in a private placement,
for an aggregate price of $2,500,000. These private warrants will have an exercise price of $11.50 per share. This purchase of the additional
2,500,000 warrants will take place on a private placement basis simultaneously with the consummation of this offering.
The
private warrants are identical to the public warrants contained in the public units sold in this offering and the terms of the
private warrants will remain the same irrespective of the holder thereof. In the
event of a liquidation prior to our initial business combination, the private warrants will expire worthless. The purchasers of the private
warrants have also agreed not to transfer, assign or sell any of the private warrants or underlying securities (except to the same permitted
transferees as the sponsor and provided the transferees agree to the same terms and restrictions as the permitted transferees of the sponsor
must agree to, each as described above) until the completion of our initial business combination.
Our Sponsor has agreed
to transfer to Mr. Intrater, our Chief Executive Officer, an aggregate of 150,000 of its sponsor shares upon, or subsequent to, the
consummation of our initial business combination. In addition, our Sponsor agreed to transfer to Mr. Intrater 100,000 of the private warrants
following the consummation of our initial business combination if the closing price of our common stock is greater than $12.50 per share
for twenty (20) consecutive trading days prior to the consummation of our initial business combination.
In addition, prior to
the completion of this offering, our sponsor will transfer 30,000 sponsor shares to each of Mr. Liu and Ms. Mortman in consideration
of future services to us as a director of the Company.
Other
than the foregoing and as described in this paragraph, no compensation or fees of any kind, including finder’s, consulting fees
and other similar fees, will be paid to our Sponsor, members of our management team or their respective affiliates, for services rendered
prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is).
However, such individuals will receive the repayment of any loans from our Sponsor, officers and directors (i) in
connection with the extension of the time period to complete a business combination or (ii) for working
capital purposes and reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf,
such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations
as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations.
There is no limit on the amount of out-of-pocket expenses reimbursable by us. Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and
the amount of expenses that will be reimbursed.
If
we anticipate that we may not be able to consummate our initial business
combination within nine months, we may, but are not obligated to, extend the period for up to twelve (12) additional one-month periods
to consummate a business combination. In order to extend the time available for us to consummate our initial business combination, our
board of directors would adopt a resolution authorizing such extension and our founders or their affiliates or designees must deposit
into the trust account $206,667 (or $237,667 if the underwriters’ over-allotment option is exercised in full) ($0.0333 per share
in either case) on or prior to the date of the applicable deadline for each one-month extension (or up to an aggregate of $2,480,000 (or
$2,852,000 if the underwriters’ over-allotment option is exercised in full), or $0.40 per share if we extend for the full twelve
months). The providers of such additional funds will receive a non-interest bearing, unsecured promissory note equal to the amount of
any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available
outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the
lender’s discretion, converted upon consummation of our business combination into additional private warrants at a price of $1.00
per warrant for each dollar amount deposited. These warrants would have an exercise price of $11.50 per sharee.
In order to meet our working capital needs following
the consummation of this offering, our founders, officers and directors or their affiliates or designees 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 working capital
loan would be evidenced by a promissory note. The working capital notes would either be paid upon consummation of our initial business
combination, without interest, or, at holder’s discretion, up to $2,400,000 of the notes may be converted into working capital
warrants at a price of $1.00 per warrant. The working capital warrants would be identical to the private warrants held by the sponsor,
including an exercise price of $11.50 per share. 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.
We will enter into a registration
rights agreement with our founders, officers, directors or their affiliates prior to or on the effective date of this offering pursuant
to which we will agree to register any shares of common stock, warrants (including working capital and extension warrants), and shares
underlying such warrants, that are not then covered by an effective registration statement. The holders of a majority of these securities
are entitled to make up to two demands that we register such securities. The holders of a majority of these securities can elect to exercise
these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements.
Other than the repayment of up non-interest bearing
extension loans or working capital loans, the reimbursement of expenses, and the other matters described above, no compensation or fees
of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members of our management
team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial business
combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket
expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business
due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar
locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable
by us.
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 stockholders, to the extent then known, in the proxy solicitation materials furnished
to our stockholders. It is unlikely the amount of such compensation will be known at the time of a stockholder meeting held to consider
an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director
compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form
8-K, as required by the SEC.
All ongoing and future transactions
between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable
to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested
“independent” directors or the members of our board who do not have an interest in the transaction, in either case who had
access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested
“independent” directors determine that the terms of such transaction are no less favorable to us than those that would be
available to us with respect to such a transaction from unaffiliated third parties.
Related Party Policy
Our Code of Ethics requires
us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except
under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in
which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries
is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner
of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct
or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her
work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper
personal benefits as a result of his or her position.
Our audit committee, pursuant
to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.
The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether
the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under
the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate
in the approval of any transaction in which he or she is a related party, but that director is required to provide the audit committee
with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors’
and officers’ questionnaire that elicits information about related party transactions.
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 founders,
officers or directors unless we have obtained an opinion from an independent investment banking firm, or another independent entity that
commonly renders valuation opinions, and the approval of a majority of our disinterested independent directors that the business combination
is fair to our unaffiliated stockholders from a financial point of view.
DESCRIPTION OF SECURITIES
General
Our certificate of incorporation currently authorizes
the issuance of 300,000,000 shares of common stock, par value $0.00001 and 100,000,000 shares of preferred stock, par value $0.00001 per
share. As of the date of this prospectus, 1,550,000 shares of common stock are outstanding. No shares of preferred stock are currently
outstanding. The following description summarizes all of the material terms of our securities. Because it is only a summary, it may not
contain all the information that is important to you. For a complete description you should refer to our amended and restated certificate
of incorporation, bylaws, and the forms of warrant agreement which are filed as exhibits to the registration statement of which this prospectus
is a part.
Units
Each
unit has an offering price of $10.00 and consists of one share of common stock, one-half of one redeemable warrant, and one right
entitling the holder thereof to receive one-seventh (1/7) of a share of common stock upon consummation of our initial business combination.
Each whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment
as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of shares of the company’s common stock. This means only a whole warrant may be exercised at any given time by a warrant holder.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase
at least two units, you will not be able to receive or trade a whole warrant.
In addition, we will not issue fractional shares in connection with an exchange of rights. Fractional shares will either
be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Delaware Law. As a result,
you must hold rights in multiples of seven in order to receive shares for all of your rights upon closing of a business combination.
The common stock, warrants, and rights comprising
the units will begin separate trading on the 90th day after the date of this prospectus unless Ladenburg Thalmann, as
representative of the underwriters, determines that an earlier date is acceptable (based upon, among other things, its assessment of the
relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for,
our securities in particular), 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. Once the shares of common stock, warrants, and rights 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 shares of common stock, warrants, and rights.
In no event will the common stock, warrants,
and rights 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. We will file a Current Report on Form 8-K which includes this audited
balance sheet upon the completion of this offering, which is anticipated to take place two business days from 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.
Common Stock
Our holders of record of our
common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote
held to approve our initial business combination, our insiders, officers and directors, have agreed to vote their respective shares of
common stock owned by them immediately prior to this offering, and any shares acquired in this offering or following this offering in
the open market, in favor of the proposed business combination.
Our amended and restated certificate of incorporation
will provide 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 consummation of our initial business combination. Accordingly, we will consummate
our initial business combination only if upon such consummation either our shares are listed on a national securities exchange as contemplated
by Rule 3a51-1(a) under the Exchange Act or we have net tangible assets (as determined in accordance with Rule 3a51-1(g) of the Exchange
Act, or any successor rule) of at least $5,000,001 (in either case, so that we are not subject to the SEC’s “penny stock”
rules) and a majority of the outstanding shares of common stock voted are voted in favor of the business combination. Further,
in connection with any vote of our stockholders to amend any provisions of our amended and restated certificate
of incorporation relating to stockholder’s rights or pre-business combination activity (including the substance or timing within
which we have to complete a business combination), we will not be able to amend our amended and restated certificate of incorporation
or conduct the related redemption of our pubic shares if holders of our public shares sought to exercise their redemption rights in connection
with such proposal in such an amount that we would not be able to satisfy the net tangible asset requirement (as described above), unless
our shares are listed on a national securities exchange as contemplated by Rule 3a51-1(a) under the Exchange Act.
Notwithstanding the foregoing
description of redemptions rights, if we seek stockholder 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 certificate of incorporation
will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder
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 stockholders 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 management to purchase their shares at a significant premium
to the then-current market price or on other undesirable terms. Without this provision, a public stockholder holding more than an aggregate
of 15% of the shares sold in this offering could threaten to exercise its redemption rights against an initial business combination if
such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable
terms. By limiting our stockholders’ 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 stockholders to unreasonably attempt to block our ability to complete our initial business combination,
particularly in connection with an initial 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 stockholders’ ability to vote all of their shares
(including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial
business combination.
If we seek stockholder approval in connection with our initial business
combination, our initial stockholders, officers and directors have agreed (and their permitted transferees, as applicable, will agree)
to vote any sponsor shares and any public shares held by them in favor of our initial business combination. As a result, in addition to
our sponsor shares 2,325,001, or 37.5% (assuming the over-allotment option is not exercised), of the 6,200,000 shares (7,130,000 shares
if the underwriters exercise the over-allotment option in full) sold in this offering to be voted in favor of a transaction, in order
to have such initial business combination approved. Additionally, each public stockholder may elect to redeem its public shares without
voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
Pursuant to our amended and restated certificate
of incorporation, if we do not consummate our initial business combination within nine months from the closing of this offering (or up
to 21 months from the closing of this offering if the extension criteria described elsewhere in this prospectus is met), 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, which redemption will completely extinguish public stockholders’ rights as stockholders
(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 stockholders and our board of directors, dissolve and liquidate,
subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our insiders have agreed to waive their rights to share in any distribution with respect to their insider shares
and private shares, 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 period.
Our stockholders have no redemption,
preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock,
except that public stockholders have the right to sell their shares to us in any tender offer or have their shares of common stock redeemed
for cash equal to their pro rata share of the trust account if they vote on the proposed business combination and the business combination
is completed. If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder’s
rights or pre-business combination activity (including the substance or timing within which we have to complete a business combination),
we will provide our public stockholders with the opportunity to redeem their shares of common stock 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 earned on
the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of
then outstanding public shares, in connection with any such vote. In either of such events, redeeming stockholders would be paid their
pro rata portion of the trust account promptly following consummation of the business combination or the approval of the amendment to
the certificate of incorporation. Public stockholders who sell or redeem their stock into their share of the trust account still have
the right to exercise the warrants that they received as part of the units. If the business combination is not consummated or the amendment
is not approved, stockholders will not be paid such amounts.
In the event of a liquidation,
dissolution or winding up of the company after a business combination, our stockholders 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
stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights.
Sponsor Shares
The sponsor shares are identical to the shares
of common stock included in the units being sold in this offering, and our insiders have the same stockholder rights as public stockholders,
except that (i) the sponsor shares are subject to certain transfer restrictions, as described in more detail below and (ii) our insiders
have agreed (A) to vote their sponsor shares and any public shares acquired in or after this offering in favor of any proposed business
combination, (B) not to propose an amendment to our certificate of incorporation that would affect the substance or timing of our obligation
to redeem 100% of our public shares if we do not complete our initial business combination within nine months from the closing of this
offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus), unless we provide
our public stockholders with the opportunity to redeem their shares of common stock 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, net of taxes payable, divided by the number
of then outstanding public shares, (C) not to redeem any shares (including the sponsor shares) into the right to receive cash from the
trust account in connection with a stockholder vote to approve our proposed initial business combination (or sell any sponsor shares they
hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our certificate
of incorporation relating to the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial
business combination within nine months from the closing of this offering (or up to 21 months), and (D) that the sponsor shares shall
not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if a business combination is not consummated.
On
the date of this prospectus, the sponsor shares will be placed into an escrow account maintained in New York, New York by Continental
Stock Transfer & Trust Company, LLC, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred,
assigned, sold or released from escrow until the earlier of six months after the date of the consummation of our initial business combination
and the date on which the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the consummation of our
initial business combination, or earlier, if, subsequent to our initial business combination, we complete a liquidation, merger, stock
exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock
for cash, securities or other property. The limited exceptions referred to above include (1) transfers to our officers or
directors, any affiliate or family member of any of our officers or directors, any of the sponsor’s members, officers, directors,
consultants, or affiliates of the sponsor or any of their affiliates or any other pecuniary interest holders in the sponsor at the time
of this offering or family members of the foregoing , (ii) to an initial holder’s
stockholders or members upon its liquidation, (iii) by gift to a member of an individual stockholder’s family or to a trust, the
beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization,
(4) transfers by virtue of the laws of descent and distribution upon death, (5) transfers pursuant to a qualified domestic relations order,
(6) private sales made at prices no greater than the price at which the securities were originally purchased (7) transfers to us
for cancellation in connection with the consummation of an initial business combination, (8) in the event of our liquidation prior to
our consummation of an initial business combination,(9) by virtue of the laws of the State of Delaware or the sponsor’s limited
liability company agreement upon dissolution of the sponsor, or (10) in the event that, subsequent to the consummation of an initial
business combination, we complete a liquidation, merger, capital stock exchange or other similar transaction which results in all of our
stockholders having the right to exchange their common stock for cash, securities or other property, in
each case (except for clauses 7 - 10) where the transferee agrees to the terms of the escrow agreement and forfeiture, as the case
may be, as well as the other applicable restrictions and agreements of the holders of the insider shares.
Preferred Stock
There are no shares of preferred
stock outstanding. Our certificate of incorporation filed with the State of Delaware authorizes the issuance of 100,000,000 shares of
preferred stock, $0.00001 par value per share, with such designation, rights and preferences as may be determined from time to time by
our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors
is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which
could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting agreement prohibits
us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account,
or which votes as a class with the common stock on our initial business combination. We may issue some or all of the preferred stock to
effect our initial business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing
a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we reserve the right to do so in
the future.
Rights included as part of units
Except in cases where we are
not the surviving company in a business combination, each holder of a right will automatically receive one-seventh (1/7) of a share of
common stock upon consummation of our initial business combination, even if the holder of a public right redeemed all shares of common
stock held by him, her or it in connection with the initial business combination or an amendment to our certificate of incorporation with
respect to our pre-business combination activities. In the event we will not be the surviving company upon completion of our initial business
combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-seventh
(1/7) of a share underlying each right upon consummation of the business combination. No additional consideration will be required to
be paid by a holder of rights in order to receive his, her or its additional shares of common stock upon consummation of an initial business
combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).
If we enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement
will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the
transaction on an as-converted into common stock basis.
We will not issue fractional
shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise
addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, you must hold rights in multiples
of seven in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial
business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not
receive any of such funds with respect to their rights, nor will they receive any distribution from our assets held outside of the trust
account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to
deliver securities to the holders of the rights upon consummation of an initial business combination. Additionally, in no event will we
be required to net cash settle the rights. Accordingly, the rights may expire worthless.
Warrants
Public Warrants
No
warrants are currently outstanding. Each whole redeemable warrant entitles
the registered holder to purchase one share of common stock at a price of $11.50 per full 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 and 12 months from the date of
this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common
stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon
separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able
to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at
5:00 p.m., New York City time, or earlier upon redemption or liquidation.
Except
as set forth below, no warrants will be exercisable for cash unless we have an effective and current registration statement covering
the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock.
Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the
warrants is not effective within 90 days from 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 from registration provided by Section
3(a)(9) of the Securities Act provided that such exemption is available. In such event, each holder would pay the exercise price by
surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of
the number of shares of common stock 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 shares of common stock for the 5 trading days ending on the day prior to the
date of exercise. For example, if a holder held 300 warrants to purchase 150 shares and the fair market value on the date prior to
exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption
from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will
expire five years from the consummation of a Business Combination at 5:00 p.m., Eastern Standard Time.
We may call the outstanding
warrants for redemption (excluding the private warrants and warrants that may be issued upon conversion of working capital loans), in
whole and not in part:
• at
any time while the warrants are exercisable,
• upon
not less than 30 days’ prior written notice of redemption to each warrant holder;
• if,
and only if, the reported last sale price of the shares of common stock 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-day trading period ending on the third business
day prior to the notice of redemption to warrant holders (the “Force-Call Provision”), and
• if,
and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at
the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of
redemption.
If
we call the warrants for redemption, the redemption price shall be either (i) if the holder of a warrant has followed the procedures
specified in our notice of redemption and surrendered the warrant, the number of shares of common stock as determined in accordance with
the “cashless exercise” provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures
specified in our notice of redemption, the price of $0.01 per 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, all holders that wish to redeem or exercise warrants can do so by paying the cash exercise price or on a “cashless basis.”
If a holder elects to exercise the warrant on a “cashless” basis, such a holder would pay the exercise price by surrendering
the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares
of common stock 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 our common stock 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. Alternatively, a warrant holder may request that we redeem his, her or its warrants by surrendering such
warrants and receiving the redemption price of such number of shares of common stock determined as if the warrants were exercised on a
“cashless” basis. If the holder neither exercises his, her or its warrants nor requests redemption on a “cashless”
basis, then on or after the redemption date, a record holder of a warrant will have no further rights except to receive the cash redemption
price of $0.01 for such holder’s warrant upon surrender of such warrant. The right to exercise the warrant will be forfeited unless
the warrants are exercised prior to the date specified in the notice of redemption.
In addition, if (x) we
issue additional shares of common stock 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 share of common stock (with such issue
price or effective issue price to be determined in good faith by our board of directors), (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,
and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior
to the day on which we consummate our initial business combination (“Market Price”) is below $9.20 per share, the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market 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 Market Value.
The warrants will be issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, LLC, 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 a majority of the then outstanding warrants
in order to make any change that adversely affects the interests of the registered holders.
The exercise price and number
of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share
dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted
for issuances of shares of common stock at a price below their respective exercise prices.
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 shares of common stock and any voting rights until they exercise their warrants and receive shares of common
stock. After the issuance of shares of common stock 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 stockholders.
Except as described above, no public warrants will
be exercisable for cash and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such
warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common
stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the
warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a
current prospectus relating to the shares of common stock issuable upon exercise of the warrants 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 shares of
common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to
settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants
is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants
reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for
the warrants may be limited and the warrants may expire worthless.
Warrant holders may notify us in writing if it
elects 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 shares
of common stock outstanding. Notwithstanding the foregoing, any person who acquires a warrant with the purpose or effect of changing or
influencing the control of our company, or in connection with or as a participant in any transaction having such purpose or effect, immediately
upon such acquisition will be deemed to be the beneficial owner of the underlying shares of common stock and not be able to take advantage
of this provision.
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 down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.
Private Warrants
None of the private warrants have been issued prior
to the date of this prospectus. The private warrants will be issued in a private placement to be completed simultaneously with this offering
in an amount of $2,500,000, with our sponsor for the purchase of 2,500,000 warrants.
These
private warrants will be identical to the warrants underlying the units sold in this offering and the terms of the private warrants
will remain the same irrespective of the holder thereof; provided, however, that the private warrants will be subject to the transfer
restrictions agreed to in the letter agreement with our sponsor. Accordingly, we may redeem the private warrants on the same terms and
conditions as the public warrants. Furthermore, because the private warrants will
be issued in a private transaction, the holders and their transferees will be allowed to exercise the private warrants for cash even if
a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective and receive
unregistered shares of common stock. The warrants will have an exercise price of $11.50 per share.
In addition, in order to meet our working capital
needs following the consummation of this offering, our founders, officers, directors and their respective affiliates or designees 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 working capital loan would be evidenced by a promissory note. The working capital notes would either be paid upon consummation of
our initial business combination, without interest, or, at holder’s discretion, up to $2,400,000 of the notes may be converted into
working capital warrants at a price of $1.00 per warrant. The working capital warrants would be identical to the private warrants issued
to the sponsor.
Similarly,
our sponsor agreed to loan us up to $200,000 pursuant to a note which is due and payable on the later of December 11, 2021 in the event
that our initial public offering is not successfully completed by such date or the date on which we complete our initial business
combination. As of June 30, 2021, we had borrowed $45,000 under this note. The outstanding principal amount payable under this note may
be converted, at the option of the holder, into up to 200,000 working capital warrants at a price of $1.00 per warrant, with each working
capital warrant entitling the holder to purchase one share of our common stock at an exercise price of $11.50 per share. Such working
capital warrants will also be identical to the private warrants issued to the sponsor.
Further, if we anticipate that we may not be able to consummate our initial
business combination within nine months, we may, but are not obligated to, extend the period for up to twelve (12) additional one-month
periods to consummate a business combination. Pursuant to the terms of our amended and restated certificate of incorporation and the trust
agreement to be entered into between us and Continental Stock Transfer and Trust Company, LLC on the date of this prospectus, in order
to extend the time available for us to consummate our initial business combination, our board of directors would adopt a resolution authorizing
such extension and our founders or their affiliates or designees (which may include the potential target business) must deposit into the
trust account $206,667 (or $237,667 if the underwriters' over-allotment option is exercised in full) ($0.0333 per share in either case)
on or prior to the date of the applicable deadline for each one-month extension (or up to an aggregate of $2,480,000 (or $2,852,000 if
the underwriters' over-allotment option is exercised in full), or $0.40 per share if we extend for the full twelve months). The providers
of such additional funds will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will
not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account
to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lender's discretion, converted
upon consummation of our business combination into additional private warrants at a price of $1.00 per warrant for each dollar amount
deposited. These warrants would have an exercise price of $11.50 per share.
Dividends
We have not paid any cash
dividends on our shares of common stock 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, subject to the laws of the State of Delaware, 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 of directors
does not anticipate declaring any cash dividends in the foreseeable future. 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 the offering pursuant
to Rule 462(b) under the Securities Act, in which case we will effect a share dividend immediately prior to the consummation of the offering
in such amount as to maintain that the sponsor shares held by our founders will continue to account for, in the aggregate, 20% of our
issued and outstanding shares after this offering, assuming that our founders do not purchase units in this offering.
Our Transfer Agent, Rights Agent and Warrant
Agent
The transfer agent for our units and common stock,
warrant agent for our warrants, and rights agent for our rights is Continental Stock Transfer & Trust Company, 1 State Street Plaza,
New York, New York 10004.
Listing of Our Securities
We have applied
to have our units, common stock, warrants, and rights listed on the Nasdaq Global Market under the symbols “MAANU,” “MAAQ”,
“MAAQW,” and “MAAQR”, respectively. If approved for listing, we anticipate that our units will be listed on the
Nasdaq Global Market on or promptly after the effective date
of the registration statement. Following the date our shares of common stock, warrants, and rights are eligible to trade separately,
we anticipate that the shares of common stock, warrants, and rights will be listed separately and as a unit on the Nasdaq Global
Market.
Certain Anti-Takeover Provisions of Delaware
Law and our Amended and Restated Certificate of Incorporation and By-Laws
We will be subject to the
provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of this offering. This statute prevents certain Delaware
corporations, under certain circumstances, from engaging in a “business combination” with:
• a
stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
• an
affiliate of an interested stockholder; or
• an
associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
A “business combination”
includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:
• our
board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the
transaction;
• after
the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least
85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
• on
or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting
of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned
by the interested stockholder.
Our authorized but unissued
common stock and preferred stock are available for future issuances without stockholder 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 common stock and preferred stock could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.
Exclusive Forum for Certain Lawsuits
Our amended and restated certificate
of incorporation will require that, unless the company consents in writing to the selection of an alternative forum, the Court of Chancery
of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative
action or proceeding brought on behalf of the company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,
officer or other employee of the company to the company or the company’s stockholders, (iii) any action asserting a claim against
the company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or our amended
and restated certificate of incorporation or the bylaws, or (iv) any action asserting a claim against the company, its directors, officers
or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, (a) any claim as to which the
Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable
party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested
in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject
matter jurisdiction, and (b) any action or claim arising under the Exchange Act or Securities Act of 1933, as amended. This provision
may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and
its directors, officers, or other employees.
Special meeting of stockholders
Our bylaws provide that special
meetings of our stockholders may be called only by a majority vote of our board of directors, by our chief executive officer or by our
chairman.
Advance notice requirements for stockholder
proposals and director nominations; conduct of meetings
Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be delivered to our principal executive offices not later than the close of business on the 90th day
nor earlier than the opening of business on the 120th day
prior to the scheduled date of the annual meeting of stockholders. Our bylaws also specify certain requirements as to the form and content
of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders
or from making nominations for directors at our annual meeting of stockholders.
Our bylaws will allow the
chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have
the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions
may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate
of directors or otherwise attempting to influence or obtain control of us.
SHARES ELIGIBLE FOR FUTURE SALE
Immediately after this offering, we will have 7,750,000 shares of common stock
outstanding, or 8,912,500 shares if the over-allotment option is exercised in full. Of these shares, the 6,200,000 shares sold in this
offering, or 7,130,000 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 except in limited circumstances described elsewhere in this
prospectus.
Rule 144
A person who has beneficially owned restricted
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 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:
• 1%
of the number of shares of common stock then outstanding, which will
equal 77,500 shares immediately after this offering (or 89,125 if the over-allotment option is exercised in full); and
• the
average weekly trading volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.
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:
• the
issuer of the securities that was formerly a shell company has ceased to be a shell company;
• the
issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
• 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
• 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.
As a result, it is likely
that pursuant to Rule 144, our officers and directors will be able to sell their sponsor shares freely without registration one year after
we have completed our initial business combination assuming they are not affiliates of ours at that time.
Registration Rights
We will enter into a registration rights agreement
with our founders, officers, directors or their affiliates prior to or on the effective date of this offering pursuant to which we will
agree to register any shares of common stock, warrants (including working capital and extension warrants), and shares underlying such
warrants, that are not then covered by an effective registration statement. The holders of a majority of these securities are entitled
to make up to two demands that we register the securities held by them. The holders of a majority of these securities can elect to exercise
these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements.
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion summarizes certain U.S. federal income tax considerations generally applicable to the acquisition, ownership and
disposition of our units (each consisting of one share of our common stock, one-half of one redeemable warrant, and one right to
receive one-seventh (1/7) of a share of common stock) 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 U.S. federal income tax purposes, as the owner of the
underlying share of our common stock. one-half of one warrant, and rights components of the unit. As a result, the discussion below
with respect to holders of shares of our common stock, warrants, and rights should also apply to holders of units (as the deemed owners
of the underlying share of our common stock, warrants, and rights that constitute the units).
This discussion is limited to certain U.S. 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 capital assets within the meaning of Section 1221(a) of the U.S. Internal Revenue Code
of 1986, as amended (the “Code”) (generally, property held for investment). This discussion assumes that the shares of our
common stock and warrants will trade separately and that any distributions made (or deemed made) by us on the shares of our common stock
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 U.S. 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 or that is
subject to special rules under the U.S. federal income tax laws, including, but not limited to:
• our
sponsor, officers, directors or other holders of the shares of common stock issued to our initial stockholders or private placement warrants;
• banks
and other financial institutions or financial services entities;
• broker-dealers;
• mutual
funds;
• retirement
plans, individual retirement accounts or other tax-deferred accounts;
• taxpayers
that are subject to the mark-to-market tax accounting rules;
• tax-exempt entities;
• S-corporations,
partnerships or other flow-through entities and investors therein;
• governments
or agencies or instrumentalities thereof;
• insurance
companies;
• regulated
investment companies;
• real
estate investment trusts;
• passive
foreign investment companies;
• controlled
foreign corporations;
• qualified
foreign pension funds;
• expatriates
or former long-term residents of the United States;
• persons
that actually or constructively own five percent or more of our voting shares;
• 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;
• persons
required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451
of the Code;
• persons
subject to the alternative minimum tax;
• persons
that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or
• U.S.
Holders (as defined below) whose functional currency is not the U.S. dollar.
The discussion below is based upon current provisions
of the Code, applicable U.S. Treasury regulations promulgated under the Code (“Treasury Regulations”), judicial decisions
and administrative rulings of the IRS, all as in effect on the date hereof, and all of which are subject to differing interpretations
or change, possibly on a retroactive basis. Any such differing interpretations or change could alter the U.S. federal income tax consequences
discussed below. Furthermore, this discussion does not address any aspect of U.S. 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 Internal Revenue Service (“IRS”) as to any U.S. 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, shares of our common stock or warrants that is for U.S. federal income tax purposes: (i) an individual
who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. 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 U.S. 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 United States persons have the authority to control all substantial decisions of the
trust, or (B) it has in effect a valid election under Treasury Regulations to be treated as a United States person.
This discussion does not consider the tax treatment
of partnerships or other pass-through entities (including branches) or persons who hold our securities through such entities. If
a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner
of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner
and the activities of the partner and the partnership. If you are a partner or a partnership holding our securities, we urge you to consult
your own tax advisor.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S.
FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR UNITS. EACH PROSPECTIVE INVESTOR IN
OUR UNITS 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 UNITS, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-UNITED STATES TAX LAWS
Personal Holding Company Status
We could be subject to a second level of U.S. federal
income tax on a portion of our income if we are determined to be a personal holding company (a “PHC”) for U.S. federal income
tax purposes. A U.S. corporation generally will be classified as a PHC for U.S. federal income tax purposes in a given taxable year if
(i) at any time during the last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency
and including as individuals for this purpose certain entities such as certain tax-exempt organizations, pension funds and charitable
trusts) own or are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value
and (ii) at least 60% of the corporation’s adjusted ordinary gross income, as determined for U.S. federal income tax purposes,
for such taxable year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and,
under certain circumstances, rents).
Depending on the date and size of our initial business
combination, it is possible that at least 60% of our adjusted ordinary gross income may consist of PHC income as discussed above. In addition,
depending on the concentration of our stock in the hands of individuals, including the members of our sponsor and certain tax-exempt organizations,
pension funds and charitable trusts, it is possible that more than 50% of our stock may be owned or deemed owned (pursuant to the constructive
ownership rules) by such persons during the last half of a taxable year. Thus, no assurance can be given that we will not be a PHC following
this offering or in the future. If we are or were to become a PHC in a given taxable year, we would be subject to an additional PHC tax,
currently 20%, on our undistributed PHC income, which generally includes our taxable income, subject to certain adjustments.
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 U.S. federal income tax purposes, and therefore, that
treatment is not entirely clear. The acquisition of a unit should be treated for U.S. federal income tax purposes as the acquisition of
one share of our common stock, one right to receive one-seventh of one share of common stock, and one-half of one warrant, with each
whole warrant exercisable to acquire one share of our common stock, and we intend to treat the acquisition of a unit in this manner. For
U.S. federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit between the
one share of our common stock, one right to receive one-seventh of one share of common stock, and the one-half of one warrant based
on the relative fair market value of each at the time of issuance. Under U.S. federal income tax law, each investor must make its own
determination of such value based on all the relevant facts and circumstances. Therefore, we strongly urge each investor to consult its
tax advisor regarding the determination of value for these purposes. The price allocated to each share of our common stock, right and
one-half of one warrant should constitute the holder’s initial tax basis in such share, rights, and one-half of one warrant,
respectively. Any disposition of a unit should be treated for U.S. federal income tax purposes as a disposition of the share of our common
stock, right, and one-half of one warrant comprising the unit, and the amount realized on the disposition should be allocated between
the share of our common stock, right and one-half of one warrant based on their respective relative fair market values at the time
of disposition. Neither the separation of the share of our common stock, right, and the one-half of one warrant constituting a unit
nor the combination of halves of warrants into a single warrant should be a taxable event for U.S. federal income tax purposes.
The foregoing treatment of the shares of our common
stock, rights 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 advisor 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 U.S. federal income tax purposes.
U.S. Holders
Taxation of Distributions
If we pay distributions in cash or other property
(other than certain distributions of our stock or rights to acquire our stock) to U.S. Holders of our common stock, such distributions
will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits,
as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute
a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our shares
of our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the shares of our common
stock and will be treated as described under “U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Our Common Stock and Warrants” below.
Dividends we pay to a corporate U.S. Holder generally
will qualify for the dividends received deduction if certain holding period requirements are met. With certain exceptions (including,
but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain
holding period requirements are met, dividends we pay to a non-corporate U.S. Holder will generally be taxed as qualified dividend
income at the preferential tax rate for long-term capital gains. It is unclear whether the redemption rights with respect to the
shares of our common stock described in this prospectus may prevent a U.S. Holder from satisfying the applicable holding period requirements
with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be. If the
holding period requirements are not met, then a corporation may not be able to qualify for the dividends received deduction and would
have taxable income equal to the entire dividend amount, and non-corporate holders may be subject to tax on such dividend at regular
ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition
of Our Common Stock, Rights and Warrants
A U.S. Holder generally will recognize capital
gain or loss on a sale or other taxable disposition of our shares of common stock, rights or warrants (including on our dissolution and
liquidation if we do not complete 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 shares of our common stock, rights or warrants
exceeds one year. Long-term capital gains recognized by a non-corporate U.S. holder are currently eligible to be taxed preferential
rates. It is unclear, however, whether certain redemption rights described in this prospectus may suspend the running of the applicable
holding period for this purpose. If the running of the holding period for the common stock is suspended, then non-corporate U.S.
Holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment, in which case
any gain on a sale or taxable disposition of the shares would be subject to short-term capital gain treatment and would be taxed
at regular ordinary income tax rates. The deductibility of capital losses is subject to limitations.
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 shares of our common stock, rights, 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 shares of our common stock,
rights, or warrants based upon the then relative fair market values of the shares of our common stock, rights and the warrants included
in the units) and (ii) the U.S. Holder’s adjusted tax basis in its shares of our common stock, rights or warrants so disposed
of. A U.S. Holder’s adjusted tax basis in its shares of our common stock, rights and 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 our common stock, right or one-half of
one warrant, as described above under “— Allocation of Purchase Price and Characterization of a Unit”) reduced, in the
case of a share of our common stock, by any prior distributions treated as a return of capital. See “U.S. Holders — Exercise,
Lapse or Redemption of a Warrant” below for a discussion regarding a U.S. Holder’s tax basis in a share of our common stock
acquired pursuant to the exercise of a warrant.
Redemption of Our Common Stock
In the event that a U.S. Holder’s shares
of our common stock are redeemed pursuant to the redemption provisions described in this prospectus under “Description of Securities —
Common Stock” or if we purchase a U.S. Holder’s shares of our common stock in an open market transaction (each referred to
herein as a “redemption”), the treatment of the redemption for U.S. federal income tax purposes will depend on whether it
qualifies as a sale or exchange of the shares of our common stock under Section 302 of the Code. If the redemption qualifies as
a sale or exchange of the shares of our common stock under the tests described below, the U.S. Holder will be treated as described under
“U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Common Stock and Warrants”
above. If the redemption does not qualify as a sale or exchange of the shares of our common stock, the U.S. Holder will be treated as
receiving a corporate distribution with the tax consequences described above under “U.S. Holders — Taxation of Distributions.”
Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of our shares treated as held by
the U.S. Holder (including any shares constructively owned by the U.S. Holder as described in the following paragraph) relative to all
of our shares outstanding both before and after such redemption. The redemption of our common stock generally will be treated as a sale
or exchange of the shares of our common stock (rather than as a corporate distribution) if, within the meaning of Section 302 of
the Code, such redemption (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.
In determining whether any of the foregoing tests
are satisfied, a U.S. Holder must take into account not only shares of our stock actually owned by the U.S. Holder, but also shares of
our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock 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 stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include shares of our common
stock 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 shares of our common stock must, among other requirements, be less than 80% of the percentage of our outstanding voting stock actually
and constructively owned by the U.S. Holder immediately before the redemption. Prior to our initial business combination, the shares of
our common stock 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 our stock. The redemption of the shares of
our common stock will not be essentially equivalent to a dividend with respect to a U.S. Holder if it 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 stockholder in a publicly-held corporation who exercises
no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with 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 “U.S. Holders —
Taxation of Distributions” above. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed
shares of our common stock will be added to the U.S. Holder’s adjusted tax basis in its remaining shares, or, if it has none, to
the U.S. Holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.
Exercise, Lapse or Redemption of a Warrant
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 share of our common
stock on the exercise of a warrant for cash. A U.S. Holder’s initial tax basis in a share of our common stock 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 of such warrant. It is unclear whether a U.S. Holder’s
holding period for the share of our common stock received upon exercise of the warrants 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. 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 U.S. federal income tax purposes. In either situation,
a U.S. Holder’s tax basis in the shares of our common stock received generally would equal the U.S. Holder’s tax basis in
the warrants exercised therefor. If the cashless exercise were not a realization event, it is unclear whether a U.S. Holder’s holding
period for the shares of our common stock 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 shares of our common stock would
include the holding period of the warrants exercised therefor.
It is also possible that a cashless exercise could
be treated in whole or in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder could be
deemed to have surrendered a number of warrants having an aggregate value (as measured by the excess of the fair market value of our common
stock over the exercise price of the warrants) equal to the exercise price for the total number of warrants to be exercised (i.e.,
the warrants underlying the number of shares of our common stock actually received by the U.S. Holder pursuant to the cashless exercise).
The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the value of the warrants deemed surrendered
and the U.S. Holder’s tax basis in such warrants. Such gain or loss would be long-term or short-term, depending on the U.S.
Holder’s holding period in the warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the common stock received
would equal the sum of the U.S. Holder’s tax basis in the warrants exercised and the exercise price of such warrants. It is unclear
whether a U.S. Holder’s holding period for the common stock would commence on the date following the date of exercise or on the
date of exercise of the warrant; in either case, the holding period would not include the period during which the U.S. Holder held the
warrant.
Alternative characterizations are also possible
(including as a taxable exchange of all of the warrants surrendered by the U.S. Holder for shares of our common stock received upon exercise).
Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. Holder’s
holding period would commence with respect to the common stock received, 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.
If we redeem warrants for cash pursuant to the redemption
provisions described in the section of this prospectus entitled “Description of Securities — Warrants — Public
Warrants” or if we purchase warrants in an open market transaction, such redemption or purchase generally will
be treated as a taxable disposition to the U.S. Holder, taxed as described above under “U.S. Holders — Gain or Loss on
Sale, Taxable Exchange or Other Taxable Disposition of Our Common Stock and Warrants.”
Possible Constructive Distributions
The terms of each warrant provide for an adjustment
to the number of shares of our common stock 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 entitled “Description of Securities — Warrants — Public
Warrants.” Depending on the circumstances, such adjustments may be treated as constructive distributions. An
adjustment which has the effect of preventing dilution pursuant to a bona fide reasonable adjustment formula 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 warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number
of shares of our common stock that would be obtained upon exercise or through a decrease to the exercise price) as a result of a taxable
distribution of cash or other property to the holders of shares of our common stock. Any such constructive distribution would generally
be subject to tax as described under “U.S. Holders — Taxation of Distributions” above 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 such increased interest resulting
from the adjustment.
Acquisition of Common Stock Pursuant to Rights
The treatment of the rights to acquire shares of common
stock is uncertain. The right may be viewed as a forward contract, derivative security or similar interest in our company (analogous to
a warrant or option with no exercise price), and thus the holder of the right would not be viewed as owning the shares of common stock
issuable pursuant to the rights until such shares of common stock are actually issued. There may be other alternative characterizations
of the rights that the IRS may successfully assert, including that the rights are treated as equity in our company at the time the rights
are issued.
The tax consequences of an acquisition of our
shares of common stock pursuant to rights are unclear and will depend on the treatment of any initial business combination. Accordingly,
U.S. Holders should consult their tax advisors regarding the tax consequences of an acquisition of shares of common stock pursuant to
rights and the consequences of any initial business combination.
Non-U.S. Holders
This section applies to “Non-U.S. Holders.”
As used herein, the term “Non-U.S. Holder” means a beneficial owner of our units, common stock or warrants that is not a U.S.
Holder and is not a partnership or other entity classified as a partnership for U.S. federal income tax purposes.
Taxation of Distributions
In general, any cash or property distributions (including
constructive distributions) we make to a Non-U.S. Holder of shares of our common stock, to the extent paid out of our current or accumulated
earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes.
Provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States
(or, if required pursuant to an applicable income tax treaty, are not attributable to a permanent establishment of fixed base maintained
by the Non-U.S. Holder in the United States), we will be required to withhold tax from the gross amount of the dividend at a rate
of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides
proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). In
the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. Holder by the
applicable withholding agent, including cash distributions on other property or sale proceeds from warrants or other property subsequently
paid or credited to such holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the
Non-U.S. Holder’s adjusted tax basis in its shares of our common stock and, to the extent such distribution exceeds the Non-U.S.
Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the shares of our common stock, which will be
treated as described under “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Common
Stock and Warrants” below. In addition, if we determine that we are or are likely to be classified as a “United States
real property holding corporation” (see “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition
of Our Common Stock and Warrants” below), we will withhold 15% of any distribution that exceeds our current and accumulated earnings
and profits, including a distribution in redemption of shares of our common stock. See also “Non-U.S. Holders — Possible
Constructive Distributions” for potential U.S. federal tax consequences with respect to constructive distributions.
Dividends that we pay to a Non-U.S. Holder that are
effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and, if a tax treaty
applies, are attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States) will
not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements
(usually by providing an IRS Form W-8ECI). Instead, the effectively connected dividends will be subject to regular U.S. federal income
tax as if the Non-U.S. Holder were a U.S. resident, unless an applicable income tax treaty provides otherwise. A Non-U.S. Holder that
is a foreign corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax”
imposed at a rate of 30% (or a lower treaty rate).
Exercise, Lapse or Redemption of a Warrant
The U.S. 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 U.S. federal
income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under “U.S. Holders — Exercise,
Lapse or Redemption of a Warrant” above, although to the extent a cashless exercise results in a taxable exchange, the consequences
would be similar to those described below under “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition
of Our Common Stock and Warrants.” The U.S. federal income tax treatment for a Non-U.S. Holder of a redemption of warrants for cash
(or if we purchase warrants in an open market transaction) would be similar to that described below in “Non-U.S. Holders —
Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Common Stock and Warrants.”
Gain on Sale, Taxable Exchange or Other Taxable Disposition
of Our Common Stock, Rights and Warrants
Subject to the discussion of FATCA and backup
withholding below, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain
recognized on a sale, taxable exchange or other taxable disposition of shares of our common stock (including upon a dissolution and
liquidation if we do not complete an initial business combination within the required time period), rights, or warrants (including an
expiration or redemption of our warrants), in each case without regard to whether such securities were held as part of a unit,
unless:
• the
gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under
certain income tax treaties, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States);
• the
Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain
other conditions are met; or
• we
are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time
during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our common
stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. Holder
has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding
the disposition or such Non-U.S. Holder’s holding period for the shares of our common stock. There can be no assurance that our
common stock will be treated as regularly traded on an established securities market for this purpose. These rules may be modified for
Non-U.S. Holders of warrants. If we are or have been a “United States real property holding corporation” and you own
warrants, you are urged to consult your own tax advisor regarding the application of these rules.
Unless an applicable treaty provides otherwise, gain
described in the first bullet point above will generally be subject to tax at the applicable U.S. federal income tax rates as if the Non-U.S.
Holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. Holder that is a foreign corporation may
also be subject to an additional “branch profits tax” at a 30% rate (or lower treaty rate).
Gain described in the second bullet point above will
generally be subject to a flat 30% U.S. federal income tax (unless reduced or eliminated pursuant to an applicable income tax treaty),
although the gain may be offset by some United States source capital losses realized during the same taxable year. If you are such an
individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership or sale
or other disposition of our securities.
If the third bullet point above applies to a Non-U.S.
Holder, gain recognized by such holder on the sale, exchange or other disposition of our common stock or warrants will generally be subject
to tax at applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. In addition, a buyer of our common
stock, rights, or warrants from such holder may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such
disposition. We cannot determine whether we will be a United States real property holding corporation in the future until we complete
an initial business combination. In general, we would be classified as a United States real property holding corporation if the fair
market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value
of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal
income tax purposes.
Redemption of Our Common Stock
The characterization for U.S. federal income tax
purposes of the redemption of a Non-U.S. Holder’s shares of our common stock pursuant to the redemption provisions described in
the section of this prospectus entitled “Description of Securities — Common Stock” will generally correspond to
the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s shares of our common stock, as described under
“U.S. Holders — Redemption of Our Common Stock” above, and the consequences of the redemption to the Non-U.S. Holder
will be as described above under “Non-U.S. Holders — Taxation of Distributions” and “Non-U.S. Holders —
Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Common Stock and Warrants,” as applicable.
Possible Constructive Distributions
The terms of each warrant provide for an adjustment
to the number of shares of our common stock 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 entitled “Description of Securities — Warrants — Public
Warrants.” Depending on the circumstances, such adjustments may be treated as constructive distributions. An
adjustment which has the effect of preventing dilution pursuant to a bona fide reasonable adjustment formula generally is not taxable.
The Non-U.S. Holders of the warrants would, however, be treated as receiving a constructive distribution from us if, for example, the
adjustment increases the warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase
in the number of shares of our common stock that would be obtained upon exercise or through a decrease to the exercise price) as a result
of a taxable distribution of cash or other property to the holders of shares of our common stock. Any such constructive distribution would
generally be taxed as described under “Non-U.S. Holders — Taxation of Distributions” above, in the same manner
as if the Non-U.S. Holders of the warrants received a cash distribution from us equal to the fair market value of such increased interest
resulting from the adjustment.
Information Reporting and Backup Withholding
Dividend payments (including constructive dividends)
with respect to our common stock and proceeds from the sale, exchange or redemption of shares of our common stock or warrants may be subject
to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to
payments made 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. Payments made to a Non-U.S. Holder generally will not
be subject to backup withholding if the Non-U.S. Holder provides 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 under the backup withholding rules 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 by timely filing the appropriate claim for refund with the IRS and furnishing any required
information. All holders should consult their tax advisors regarding the application of information reporting and backup withholding to
them.
FATCA Withholding Taxes
Sections 1471 through 1474 of the Code and
the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the “Foreign Account Tax Compliance
Act” or “FATCA”) generally impose withholding of 30% in certain circumstances on payments of dividends (including constructive
dividends) paid to “foreign financial institutions” (which is broadly defined for this purpose and includes investment vehicles)
and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (relating to ownership by
U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption applies (typically certified as to by
the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed, a beneficial owner that is not a foreign
financial institution will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail
significant administrative burden). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with
the United States governing FATCA may be subject to different rules. Similarly, dividends paid to an investor that is a non-financial non-U.S.
entity that does not qualify under certain exceptions generally will be subject to withholding at a rate of 30%, unless such entity either
(i) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States
owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,”
which will in turn be provided to the U.S. Department of the Treasury. While withholding under FATCA would have also applied to payments
of gross proceeds from the sale or other disposition of securities on or after January 1, 2019, the U.S. Department of the Treasury has
proposed regulations which eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition
of our securities. Withholding agents may rely on the proposed Treasury Regulations until final regulations are issued. Prospective investors
should consult their tax advisors regarding the possible effects of FATCA on their investment in our securities.
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER’S PARTICULAR SITUATION. HOLDERS ARE URGED TO CONSULT
THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR UNITS, COMMON
STOCK AND WARRANTS, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, ESTATE, NON-U.S. AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE
EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.
UNDERWRITING (Conflicts
of Interest)
Under the terms and subject to the conditions contained
in an underwriting agreement, we have agreed to sell to the underwriters named below, for whom Ladenburg Thalmann & Co. Inc. is acting
as representative, the following respective numbers of units:
|
Underwriter
|
|
Number
of
Units
|
|
Ladenburg
Thalmann & Co., Inc.
|
|
|
|
I-Bankers Securities, Inc.
|
|
|
|
Total
|
|
6,200,000
|
The underwriting agreement provides that the
underwriters are obligated to purchase all the units in the offering if any are purchased, other than those units covered by the
over-allotment option described below.
In connection with this
offering, the underwriters or securities dealers may distribute prospectuses electronically.
Over-Allotment
Option to Purchase Additional Units
We have granted the underwriters
an option to buy up to an aggregate of 930,000 additional units to cover over-allotments, if any. 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 Discounts and Commissions
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. If all the units are not sold at the initial public offering price, 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 discounts and commissions 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.
|
|
|
Per
Unit
|
|
Without
Over-allotment
|
|
With
Over-allotment
|
|
Public
Offering price(1)(2)
|
|
$
|
10.00
|
|
|
$
|
62,000,000
|
|
|
$
|
71,300,000
|
|
|
Discount
|
|
$
|
0.20
|
|
|
$
|
1,240,000
|
|
|
$
|
1,300,000
|
|
|
Proceeds
before expenses(1)
|
|
$
|
9.80
|
|
|
$
|
60,760,000
|
|
|
$
|
70,000,000
|
|
|
|
(1)
|
$0.20
per unit, or $1,240,000 in the aggregate, is payable upon the closing of this offering to the underwriter as an underwriting discount.
If the underwriters exercise the over-allotment option they will receive a total of $1,300,000 in underwriting discounts and commission.
No underwriting discounts and commission are payable with respect to the units sold in connection with the underwriters’ exercise
of the over-allotment option in excess of 300,000 units.
|
|
|
(2)
|
Does
not include 150,000 sponsor shares and 100,000 private warrants to be transferred to Jonathan Intrater, our Chief Executive
Officer and chairman of the board. Mr. Intrater is associated with Ladenburg Thalmann, the
representative of the underwriters. Each whole warrant entitles the holder thereof to purchase one share
of our common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus.
|
The founder shares and private warrants to
be received by Mr. Intrater will be subject to lock-up restrictions, as required by FINRA Rule 5110(g)(1) and may 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 effective economic disposition of such securities by any person for a period
of 180 days immediately following the date of effectiveness of the registration statement of which this prospectus forms a part or commencement
of sales of the offering, except as provided in FINRA Rule 5110(g)(2). Additionally, the private warrants received by Mr. Intrater
will not be exercisable more than five years from the date of this prospectus. As a holder of founder shares, Mr. Intrater will be entitled
to registration rights pursuant to a registration rights agreement to be entered into prior to or on the effective date of this offering
requiring us to register such securities, including the founder shares, for resale. The holders of a majority of these securities are
entitled to make up to two demands that we register the securities held by them. The holders of a majority of these securities can elect
to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our consummation of a business combination. Notwithstanding
the foregoing, Mr. Intrater may not exercise his demand right on more than one occasion at our expenses and may not exercise demand and
“piggyback” registration rights after five and seven years, respectively, after the effective date of this offering.
We have agreed to reimburse
the underwriters up to $75,000 (the “Expense Cap”) for certain of the underwriters’ expenses relating to the offering,
including filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in
registering the offering, FINRA filing fees, transfer taxes, all fees related to transfer and warrant agent and registrar fees, cost
of the underwriters’ counsel, background checks and other expenses incurred by the underwriters related to the offering.
Indemnification
We have agreed to indemnify
the underwriter 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 underwriter may be required to make in respect of those liabilities.
Conflicts of Interest
Jonathan
Intrater, our Chief Executive Officer and chairman of the board is associated with Ladenburg Thalmann, the representative of the
underwriters in this offering. Our sponsor has agreed to transfer 150,000 of its
sponsor shares and 100,000 private warrants to Mr. Intrater upon, or subsequent to, the closing of our initial business combination. As
a result, Ladenburg Thalmann is deemed to have a “conflict of interest” within the meaning of Rule 5121 of the
Financial Industry Regulatory Authority (“Rule 5121”) which prohibits Ladenburg Thalmann from making sales to
discretionary accounts without the prior written approval of the account holder and requires that a “qualified independent
underwriter,” as defined by FINRA, participate in the preparation of the registration statement and exercise the usual
standards of due diligence with respect to such document.
Accordingly,
this offering is being made in compliance with the applicable requirements of Rule 5121. Rule 5121 requires that a “qualified
independent underwriter,” as defined in Rule 5121, participate in the preparation of the registration statement and prospectus
and exercise the usual standards of due diligence with respect thereto. I-Bankers Securities, Inc. has
agreed to act as a “qualified independent underwriter” for this offering. We have agreed to indemnify I-Bankers
Securities, Inc. against certain liabilities incurred in connection with acting
as a “qualified independent underwriter,” including liabilities under the Securities Act. In addition, no underwriter with
a conflict of interest will confirm sales to any account over which it exercises discretionary authority without the specific prior written
approval of the account holder.
Business Combination Marketing Agreement
We will engage Ladenburg Thalmann and I-Bankers
Securities, Inc. as advisors in connection with our business combination to assist us in holding meetings with our stockholders to discuss
the potential business combination and the target business’s attributes, introduce us to potential investors that are interested
in purchasing our securities in connection with the potential business combination, provide financial advisory services to assist us
in our efforts to obtain any stockholder approval for the business combination and assist us with our press releases and public filings
in connection with the business combination. This agreement will provide that we will pay Ladenburg Thalmann and I-Bankers Securities,
Inc. the Marketing Fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate,
2.5% of the gross proceeds of this offering. As a result, Ladenburg Thalmann and I-Bankers Securities, Inc. will not be entitled to such
fee unless we consummate our initial business combination.
Nasdaq Listing
We
have applied to have our units listed on the Nasdaq Global Market under
the symbol “MAAQU” and, once the shares of common stock, warrants, and rights begin separate trading, to be listed on the
Nasdaq Global Market under the symbols “MAAQ,” “MAAQW,”
and “MAAQR”, respectively.
Price Stabilization, Short Positions
In connection with the offering, the underwriters may
engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange
Act:
|
|
●
|
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
|
|
|
●
|
Over-allotment
involves sales by the underwriters of units in excess of the number of units the underwriters are obligated to purchase,
which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In
a covered short position, the number of units over-allotted by the underwriters is not greater than the number of units
that they may purchase in the over-allotment option. In a naked short position, the number of units involved is greater than
the number of units in the over-allotment option. The underwriters may close out any covered short position by either exercising
their over-allotment option and/or purchasing units in the open market.
|
|
|
●
|
Syndicate covering transactions
involve purchases of the units in the open market after the distribution has been completed in order to cover syndicate short
positions. In determining the source of units to close out the short position, 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. If the underwriters sell more units than could be covered by the over-allotment option, a
naked short position, the position can only be closed out by buying units in the open market. A naked short position is
more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the units
in the open market after pricing that could adversely affect investors who purchase in the offering.
|
|
|
●
|
Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
|
These stabilizing transactions, syndicate covering transactions and penalty
bids 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 the units. As a result, the price of our units may be higher than the price that might otherwise exist in the open
market. These transactions may be effected on the Nasdaq or otherwise and, if commenced, may be discontinued at any time.
Determination of Offering Price
The determination of our per unit offering price and
unit composition was more arbitrary than would typically be the case if we were an operating company. Among the factors considered in
determining initial public offering price were the history and prospects of companies whose principal business is the acquisition of other
companies, prior offerings of those companies, our management, our capital structure, and currently prevailing general conditions in equity
securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure
you, however, that the price at which the units, shares of common stock, warrants, or rights will sell in the public market after
this offering will not be lower than the initial public offering price or that an active trading market in our units, shares of common
stock, warrants, or rights will develop and continue after this offering.
Affiliations
The underwriters and their
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. The underwriters and their 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 its 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
Other than as described above,
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. 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
Notice to Prospective Investors in 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:
• the
purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified
under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106 — Prospectus
Exemptions;
• the
purchaser is a “permitted client” as defined in National Instrument 31-103 — Registration Requirements, Exemptions
and Ongoing Registrant Obligations;
• where
required by law, the purchaser is purchasing as principal and not as agent;
• the
purchaser has reviewed the text above under Resale Restrictions; and
• 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.
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, 20 Queen Street West, 19th Floor,
Box 55, Toronto, Ontario, M5H 3S8, Telephone: (416) 593-8086.
Conflicts of Interest
Canadian purchasers are hereby
notified that the underwriters are relying on the exemption set out in section 3A.3 or 3A.4 of National Instrument 33-105 — Underwriting
Conflicts, as applicable, from having to provide certain conflict of interest disclosure, if applicable, in this document.
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:
• to
any legal entity which is a qualified investor as defined in the Prospectus Directive;
• 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
• in
any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.
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 units 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, 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:
• released,
issued, distributed or caused to be released, issued or distributed to the public in France; or
• used
in connection with any offer for subscription or sale of the units to the public in France.
Such offers, sales and distributions
will be made in France only:
• 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;
• to
investment services providers authorized to engage in portfolio management on behalf of third parties; or
• 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).
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), or (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 which is:
• 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
Becker & Poliakoff 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 units shares of common stock and warrants offered in this prospectus. Blank Rome LLP, New York, New York,
is acting as counsel to the underwriters.
EXPERTS
The financial statements of
Mana Capital Acquisition Corp. at June 30, 2021 and for the period from May 19, 2021 (inception) through June 30, 2021 included in this
Prospectus have been audited by Marcum, Bernstein & Pinchuk, 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 Mana 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 on such report given upon such firm as experts in auditing and accounting.
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. You may also read and copy any document we file with the SEC at its public reference facility
at 100 F Street, N.E., Washington, D.C. 20549.
You may also obtain copies
of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholder and Board of Directors of Mana
Capital Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying
balance sheet of Mana Capital Acquisition Corp. (the “Company”) as of June 30, 2021, the related statements of operations,
changes in shareholder’s equity and cash flows for the period from May 19, 2021 (inception) through June 30, 2021, 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 June 30 2021, and the results of its operations and its cash flows
for the period from May 19, 2021 (inception) through June 30, 2021, 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 ability to execute its business plan is dependent upon its completion of the proposed initial public offering described
in Note 3 to the financial statements. The Company had a working capital deficiency as of June 30, 2021 and lacks the financial resources
it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial
statements. 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 Note 3. 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) ("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. 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.
Marcum Bernstein & Pinchuk llp
We have served as the Company’s auditor since 2021.
New York, NY
July 20, 2021, except for Note 8, as to which the date is November
10, 2021
MANA CAPITAL
ACQUISITION CORP.
BALANCE SHEET
JUNE 30, 2021
|
ASSETS
|
|
|
|
Cash
|
|
$
|
34,250
|
|
|
Deferred
offering costs
|
|
|
70,750
|
|
|
Total
Assets
|
|
$
|
105,000
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDER’S EQUITY
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
Accrued
offering costs
|
|
$
|
5,000
|
|
|
Advances
from related party
|
|
|
30,397
|
|
|
Note
payable–sponsor
|
|
|
45,000
|
|
|
Total
Current Liabilities
|
|
|
80,397
|
|
|
|
|
|
|
|
|
Commitments
and contingencies (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
Stockholder’s
Equity:
|
|
|
|
|
|
Preferred
stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding
|
|
|
—
|
|
|
Common
stock, $0.00001 par value; 300,000,000 shares authorized; 1,550,000 shares issued and outstanding(1)
|
|
|
16
|
|
|
Additional
paid-in capital
|
|
|
24,984
|
|
|
Accumulated
deficit
|
|
|
(397
|
)
|
|
Total
Stockholder’s Equity
|
|
|
24,603
|
|
|
Total
Liabilities and Stockholder’s Equity
|
|
$
|
105,000
|
|
|
|
(1)
|
In
September 2021, the Company issued the sponsor an additional 62,500 shares of Common stock for no additional consideration and eliminated
the forfeiture provision in the original subscription agreement. In November 2021, the Company issued the sponsor an additional 50,000
shares of Common stock for no additional consideration, following
which the Sponsor holds 1,550,000 founder shares. All share amounts have been retroactively restated to reflect this adjustment
(see Note 5 and Note 7).
|
The accompanying notes are an integral part
of these financial statements.
MANA CAPITAL ACQUISITION CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MAY 19, 2021 (INCEPTION) THROUGH JUNE 30,2021
|
Formation and operating costs
|
|
$
|
397
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(397
|
)
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic and diluted (1)
|
|
|
1,500,000
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share
|
|
$
|
(0.00
|
)
|
|
|
(1)
|
In
September 2021, the Company issued the sponsor an additional 62,500 shares of Common stock for no additional consideration and eliminated
the forfeiture provision in the original subscription agreement. In November 2021, the Company issued the sponsor an additional 50,000
shares of Common stock for no additional consideration, following
which the Sponsor holds 1,550,000 founder shares. All share amounts have been retroactively restated to reflect this adjustment
(see Note 5 and Note 7).
|
The accompanying notes are an integral part
of these financial statements.
MANA CAPITAL ACQUISITION
CORP.
STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE PERIOD FROM MAY 19, 2021 (INCEPTION) THROUGH JUNE 30,2021
|
|
|
Common
Stock
|
|
Additional
Paid-in
|
|
Accumulated
|
|
Total
Stockholder’s
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Equity
|
|
Balance, May 19, 2021 (inception)
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Issuance
of Common stock to Sponsor(1)
|
|
|
1,550,000
|
|
|
|
16
|
|
|
|
24,984
|
|
|
|
—
|
|
|
|
25,000
|
|
|
Net
loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(397
|
)
|
|
|
(397
|
)
|
|
Balance,
June 30,2021
|
|
|
1,550,000
|
|
|
$
|
16
|
|
|
$
|
24,984
|
|
|
$
|
(397
|
)
|
|
$
|
24,603
|
|
|
|
(1)
|
In September 2021, the Company issued the sponsor
an additional 62,500 shares of Common stock for no additional consideration and eliminated the forfeiture provision in the original
subscription agreement. In November 2021, the Company issued the sponsor an additional 50,000 shares of Common stock for no additional
consideration, following which the Sponsor
holds 1,550,000 founder shares. All share amounts have been retroactively restated to reflect this adjustment (see Note
5 and Note 7).
|
The accompanying notes are an integral part
of these financial statements.
MANA CAPITAL ACQUISITION CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MAY 19, 2021 (INCEPTION) THROUGH JUNE 30,2021
|
Cash flows from operating activities:
|
|
|
|
Net loss
|
|
$
|
(397
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Formation and organization costs paid by related party
|
|
|
397
|
|
|
Deferred offering costs
|
|
|
(35,750
|
)
|
|
Net cash used in operating activities
|
|
|
(35,750
|
)
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Proceeds from issuance of Common stock to Sponsor
|
|
|
25,000
|
|
|
Proceeds from Sponsor note
|
|
|
45,000
|
|
|
Net cash provided by financing activities
|
|
|
70,000
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
$
|
34,250
|
|
|
Cash at beginning of period
|
|
$
|
—
|
|
|
Cash at end of period
|
|
$
|
34,250
|
|
|
|
|
|
|
|
|
Non-cash financing activities:
|
|
|
|
|
|
Deferred offering costs included in accrued offering costs
|
|
$
|
5,000
|
|
|
Deferred offering costs included in advances from related party
|
|
$
|
30,000
|
|
The accompanying notes are an integral part of these
financial statements.
MANA CAPITAL ACQUISITION CORP.
FOR THE PERIOD FROM MAY 19, 2021 (INCEPTION) THROUGH JUNE 30, 2021
Notes
to the financial statements
NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS
AND GOING CONCERN
Mana Capital Acquisition
Corp. (the “Company”) was incorporated in Delaware on May 19, 2021. The Company was formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a
Business Combination. 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 June 30, 2021, the
Company had not commenced any operations. All activity for the period from May 19, 2021 (inception) through June 30, 2021 relates to the
Company’s formation and the proposed initial public offering (“Proposed Public Offering”), which is described below.
The Company will not generate any operating revenues until after the completion of its initial 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 Public 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 Public Offering of 6,200,000
Units (or 7,130,000 Units if the underwriters’ over-allotment option is exercised in full) (the “Units” and, with
respect to the Common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, which is discussed
in Note 3, and the sale of 2,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement
Warrant in private placements to Mana Capital, LLC (the “Sponsor”) that will close simultaneously with the Proposed Public
Offering.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering
and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market
value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions
and taxes payable on the interest earned on the Trust Account). The Company will only complete a 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 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”). Upon the closing of the Proposed Public Offering, management has agreed
that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including proceeds of the Private Placement Warrants,
will be held in a trust account (“Trust Account”), located in the United States and invested only 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 selected by the Company meeting certain 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 held in the Trust Account, as described below.
The Company will provide
the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of
their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of
a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a
Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public
Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro
rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination
with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified
as temporary equity upon the completion of the Proposed Public Offering in accordance with the Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.”
If the Company seeks stockholder approval of the Business Combination, the Company will
proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such
other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing
requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its
second amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant
to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the
SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or
stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company
will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer
rules. If the Company seeks stockholder 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 during or after the Proposed Public Offering in favor of approving a Business
Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective
of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing,
if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other
person with whom such stockholder 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 more than an aggregate
of 15% of the Public Shares, without the prior consent of the Company.
The holders of the Founder
Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection
with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the
substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100%
of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii)
with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides
the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company has not
completed a Business Combination within nine months from the closing of the Proposed Public Offering, or up to 21 months in accordance with
the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Combination Period”), the Company
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 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 earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish
Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and
the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware
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 the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination
within the Combination Period.
The holders of the Founders
Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination
within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Proposed Public Offering,
such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination
within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note
6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such
event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the
Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution
will be less than the Proposed Public Offering price per Unit ($10.00).
In order to protect the
amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party
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 (i) $10.00 per Public Share or (ii) such lesser
amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public
Share 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 the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, 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 (except for the Company’s independent registered accounting firm), prospective
target businesses and 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
At June 30, 2021, the
Company had cash and a working capital deficit (excluding deferred offering costs) of $34,250 and $46,147, respectively. Further,
the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The
Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one
year from the date of the issuance of the financial statements. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. Management plans to address this uncertainty through the Proposed Public Offering. There is
no assurance that the Company’s plans to raise capital will be successful. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Management is currently
evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative
effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a
target company, the specific impact is not readily determinable as of the date of these financial statements. 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 audited
financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US
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 of 1933, as amended (the “Securities Act”), as modified
by the Jumpstart Our Business Startups Act of 2012, as amended (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 independent registered public accounting firm 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 stockholder 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 US GAAP requires the Company’s 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 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 had cash
of $34,250 and no cash equivalents as of June 30, 2021.
Deferred Offering Costs
Deferred offering costs
consist of costs incurred in connection with preparation for the Proposed Public Offering. These costs, together with the underwriting
discounts and commissions, will be charged to additional paid in capital upon completion of the Proposed Public Offering or charged to
operations if the Proposed Public Offering is not completed. At June 30, 2021, the Company had deferred offering costs of $70,750.
Income Taxes
The Company follows the
asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment
date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 June 30, 2021. 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 provision for income
taxes was deemed to be de minimis for the period from May 19, 2021 (inception) through June 30, 2021. The Company’s deferred tax
assets were deemed to be de minimis as of June 30, 2021.
Net Loss per Common Share
Net loss per share is computed
by dividing net loss by the weighted average number of shares of common stock outstanding during the period. At June 30, 2021, the Company
did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock
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 period
presented.
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Derivative Financial Instruments
The Company evaluates
its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in
accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted
for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each
reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion
of the instrument could be required within 12 months of the balance sheet date.
Recent Accounting Standards
Management does not believe
that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
financial statements.
NOTE 3 — PROPOSED PUBLIC OFFERING
Pursuant to the Proposed
Public Offering, the Company intends to offer for sale 6,200,000 Units (or 7,130,000 Units if the underwriters’ over-allotment
option is exercised in full) at a price of $10.00 per Unit. Each Unit will consist of one share of Common stock, one-half of one redeemable
warrant (“Public Warrant”), and one right entitling the holder thereof to receive one-seventh (1/7) of a share of common
stock upon consummation of our initial business combination (“Public Right”). Each whole Public Warrant will entitle the
holder to purchase one share of Common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
NOTE 4 — PRIVATE PLACEMENTS
The Sponsor has agreed
to purchase an aggregate of 2,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($2,500,000) from the
Company in private placements that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Placement
Warrant is exercisable to purchase one share of Common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds
from the sale of the Private Placement Warrants will be added to the net proceeds from the Proposed Public Offering held in the Trust
Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private
Placement Warrants 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 Placement Warrants will expire worthless. The Private Placement Warrants (including the Common stock issuable
upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of
an Initial Business Combination, subject to certain exceptions.
NOTE 5 — RELATED PARTIES
Founder Shares
On June 22, 2021, the Sponsor
received 1,437,500 shares of the Company’s Common stock (the “Founder Shares”) for $25,000. Subsequently,
in September 2021, the Company amended the terms of this subscription agreement to issue our sponsor an additional 62,500 Founder Shares.
In November 2021, the Company issued the sponsor an additional 50,000 shares of Common stock for no additional consideration, following
which the Sponsor holds 1,550,000 founder shares so that the Founder Shares
will account for, in the aggregate, 20% of our issued and outstanding shares after this offering. All
share amounts in the financial statements have been retroactively restated to reflect this adjustment. In
November 2021, the Company amended the terms of this subscription agreement to issue our sponsor up to an additional 232,500 Founder Shares,
in the event the over-allotment is exercised in full. If the over-allotment is exercised in full the Sponsor would hold an aggregate of
1,782,500 Founder Shares so that the Founder Shares would account for, in the aggregate, 20% of our issued and outstanding shares after
this offering.
The holders of the Founder
Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur
of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported
sale price of the Common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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, capital stock exchange or other similar transaction
that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other
property.
Promissory Note — Related Party
On June 11, 2021, the
Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow
up to an aggregate principal amount of $200,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December
11, 2021 or (ii) the consummation of the Proposed Public Offering. As of June 30, 2021, there was $45,000 outstanding under the Promissory
Note.
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 $2,400,000 of the 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 Placement 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. As of June 30, 2021, there were no amounts outstanding under
the Working Capital Loans.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The
Company will enter into a registration rights agreement with its founders, officers, directors or their affiliates prior to or on the
effective date of the Proposed Public Offering pursuant to which the Company will be required to register any shares of common stock,
warrants (including working capital warrants), and shares underlying such warrants, that are not then covered by an effective registration
statement. The holders of these securities will be entitled to make up to two demands, excluding short form registration demands,
that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to 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. 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 from the date of Proposed Public Offering to purchase up to 930,000 additional Units to cover
over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions to the extent
provided for in the underwriting agreement.
The underwriters will be entitled to a cash underwriting discount of $0.20 per Unit, or $1,240,000 in the aggregate, payable upon the closing of the Proposed Public Offering. If the underwriters exercise the over-allotment option they will receive a total of $1,300,000 in underwriting discounts and commission; no underwriting discounts and commission are payable with respect to the units sold in connection with the underwriters' exercise of the over-allotment option in excess of 300,000 units.
NOTE 7 — STOCKHOLDER’S EQUITY
Preferred Stock
— The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001 per share. As of June 30,
2021, there were no shares of preferred stock issued or outstanding.
Common Stock
— The Company is authorized to issue 300,000,000 shares of Common
stock with a par value of $0.00001 per share. Holders of Common stock are entitled to one vote for each share. As of June 30, 2021, there
were 1,437,500 Founders Shares issued and outstanding under the subscription agreement between the Company and Sponsor dated June 22,
2021. In September 2021, the Company amended the terms of this subscription
agreement to issue our sponsor an additional 62,500 Founder Shares, resulting in the Sponsor holding an aggregate of 1,500,000 Founder
Shares, and eliminating the aforementioned forfeiture provision. In November 2021, the Company issued the sponsor an additional 50,000
shares of Common stock for no additional consideration, following which
the Sponsor holds 1,550,000 founder shares so that the Founder Shares will
account for, in the aggregate, 20% of our issued and outstanding shares after this offering. All
share amounts have been retroactively restated to reflect this adjustment. In
November 2021, the Company amended the terms of this subscription agreement to issue our sponsor up to an additional 232,500 Founder
Shares, in the event the over-allotment is exercised in full. If the over-allotment is exercised in full the Sponsor would hold an aggregate
of 1,782,500 Founder Shares so that the Founder Shares would account for, in the aggregate, 20% of our issued and outstanding shares
after this offering.
Rights — Except in cases where
the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-seventh
(1/7) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares
held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate
of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company
upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights
in order to receive the one-seventh (1/7) of a share underlying each Public Right upon consummation of the Business Combination. The Company
will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the
nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a
result, the holders of the Public Rights must hold rights in multiples of seven in order to receive shares for all of the holders’
rights upon closing of a Business Combination.
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the
Units and only whole warrants will trade. 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 Public Offering. The Public Warrants will expire five years
after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be
obligated to deliver any shares of Common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act covering the issuance of the shares of Common stock issuable upon exercise
of the warrants is then effective and a current prospectus relating to those shares of Common stock is available, subject to the Company
satisfying its obligations with respect to registration, or a valid exemption from registration is available. No 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 warrants,
unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence 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 30 days after the closing of a Business Combination, the Company will use its
commercially reasonable efforts to file, and within 90 days following a Business Combination to have declared effective, a registration
statement covering the issuance of the shares of Common stock issuable upon exercise of the warrants and to maintain a current prospectus
relating to those shares of Common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Common stock is
at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise
their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the
Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially
reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants
When the Price per Share of Common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may
redeem the outstanding Public Warrants:
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·
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in whole and not in part;
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·
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upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and
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·
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if, and only if, the last reported sale price of the Common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.
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The
redemption price for the warrants shall be either (i) if the holder of a warrant has followed the procedures specified in our notice
of redemption and surrendered the warrant, the number of shares of common stock as determined in accordance with the “cashless exercise”
provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption,
the price of $0.01 per warrant.
If the Company calls the warrants
for redemption, all holders that wish to exercise warrants can do so by paying the cash exercise price or on a “cashless”
basis. If a holder elects to exercise the warrant on a “cashless” basis, such a holder would pay the exercise price by surrendering
the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares
of common stock 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 our common stock 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. Alternatively, a warrant holder may request that we redeem his, her or its warrants by surrendering such
warrants and receiving the redemption price of such number of shares of common stock determined as if the warrants were exercised on a
“cashless” basis. If the holder neither exercises his, her or its warrants nor requests redemption on a “cashless”
basis, then on or after the redemption date, a record holder of a warrant will have no further rights except to receive the cash redemption
price of $0.01 for such holder’s warrant upon surrender of such warrant. The right to exercise the warrant will be forfeited unless
the warrants are exercised prior to the date specified in the notice of redemption.
The exercise price and
number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of
a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below,
the Public Warrants will not be adjusted for issuances of common stock 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.
The Private Placement
Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private
Placement Warrants and the Common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable
or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
The Company will account
for the 5,500,000 warrants to be issued in connection with the Proposed Public Offering (including 3,000,000 Public Warrants and 2,500,000
Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. The Company’s management has examined the
public warrants and private warrants and determined that these warrants qualify for equity treatment in the Company’s financial
statements.
NOTE 8 — SUBSEQUENT EVENTS
On September 23, 2021,
the Company and the sponsor amended the terms of the subscription agreement and issued the sponsor an additional 62,500 shares of common
stock and eliminated the forfeiture provision included in the original subscription agreement.
In
November 2021, the Company issued the sponsor an additional 50,000 shares of Common stock for no additional consideration, following
which the Sponsor holds 1,550,000 Founder Shares so that the Founder Shares
will account for, in the aggregate, 20% of our issued and outstanding shares after this offering. All
share amounts have been retroactively restated to reflect this adjustment. In
November 2021, the Company amended the terms of this subscription agreement to issue our sponsor up to an additional 232,500 Founder
Shares, in the event the over-allotment is exercised in full. If the over-allotment is exercised in full the Sponsor would hold an aggregate
of 1,782,500 Founder Shares so that the Founder Shares would account for, in the aggregate, 20% of our issued and outstanding shares
after this offering.
Subsequent to July 20, 2021, the Company updated its
warrant agreement. Based on the terms of such warrant agreement, the Company determined that the warrants qualify for equity treatment
in the Company’s financial statements upon issuance.
The Company evaluated
subsequent events and transactions that occurred after the balance sheet date through November 10, 2021, the date that the financial
statements were available to be issued. Based upon this review the Company did not identify any other subsequent events that would have
required adjustment or disclosure in the financial statements.
$62,000,000
Mana Capital Acquisition Corp.
6,200,000 Units
____________________________________
PRELIMINARY PROSPECTUS
____________________________________
Sole Book-Running Manager
Ladenburg Thalmann
Co-Manager
I-Bankers
Securities, Inc.
_______________, 2021
Until [•], 2021 (25
days after the date of this prospectus), all dealers that buy, sell or trade our shares of common stock, whether or not participating
in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable
by us in connection with the offering described in this registration statement (other than the underwriting discounts and commissions)
will be as follows:
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Initial
Trustees’ fee
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$
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4,500
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(1)
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SEC
Registration Fee
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$
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15,672
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FINRA
filing fee
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$
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25,859
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Accounting
fees and expenses
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$
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40,000
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Nasdaq
listing fees
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$
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50,000
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Printing
and engraving expenses
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$
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25,000
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Legal
fees and expenses
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$
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130,000
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Miscellaneous
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$
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68,969
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(2)
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Total
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$
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360,000
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(1) In
addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will
be required to pay to Continental Stock Transfer & Trust Company additional fees for acting as trustee, as transfer agent of the registrant’s
shares of common stock, as warrant agent for the registrant’s rights and as escrow agent. Such fees have been included in the “Miscellaneous”
line item.
(2)
This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically
listed above, including distribution and mailing costs.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our amended and restated certificate
of incorporation will provide that all of our directors, officers, employees and agents shall be entitled to be indemnified by us to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law (“DGCL”). Section 145 of the Delaware General
Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.
Section 145. Indemnification of
officers, directors, employees and agents; insurance.
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(a)
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A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
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(b)
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A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred
by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
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(c)
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To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
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(d)
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Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
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(e)
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Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
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(f)
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The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
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(g)
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A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.
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(h)
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For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
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(i)
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For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.
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(j)
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The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
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(k)
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The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any by law, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).
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Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
In accordance with Section 102(b)(7)
of the DGCL, our amended and restated certificate of incorporation, will provide that no director shall be personally liable to us or
any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation
on or exemption from liability is not permitted under the DGCL. The effect of this provision of our amended and restated certificate of
incorporation is to eliminate our rights and those of our stockholders (through stockholders’ derivative suits on our behalf) to
recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from
negligent or grossly negligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit
or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event
of a breach of a director’s duty of care.
If the DGCL is amended to authorize
corporate action further eliminating or limiting the liability of directors, then, in accordance with our amended and restated certificate
of incorporation, the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent authorized
by the DGCL, as so amended. Any repeal or amendment of provisions of our amended and restated certificate of incorporation limiting or
eliminating the liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent
therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us
to further limit or eliminate the liability of directors on a retroactive basis.
Our amended and restated certificate
of incorporation will also provide that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current
and former officers and directors, as well as those persons who, while directors or officers of our corporation, are or were serving as
directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit
plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against
all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes and penalties
and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding.
Notwithstanding the foregoing,
a person eligible for indemnification pursuant to our amended and restated certificate of incorporation will be indemnified by us in connection
with a proceeding initiated by such person only if such proceeding was authorized by our board of directors, except for proceedings to
enforce rights to indemnification.
The right to indemnification which
will be conferred by our amended and restated certificate of incorporation is a contract right that includes the right to be paid by us
the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition,
provided, however, that if the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacity as
an officer or director of our corporation) will be made only upon delivery to us of an undertaking, by or on behalf of such officer or
director, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such
expenses under our amended and restated certificate of incorporation or otherwise.
The rights to indemnification and
advancement of expenses will not be deemed exclusive of any other rights which any person covered by our amended and restated certificate
of incorporation may have or hereafter acquire under law, our amended and restated certificate of incorporation, our bylaws, an agreement,
vote of stockholders or disinterested directors, or otherwise.
Any repeal or amendment of provisions
of our amended and restated certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in
law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except
to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not
in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent
provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
Our amended and restated certificate of incorporation will also permit us, to the extent and in the manner authorized or permitted by
law, to indemnify and to advance expenses to persons other that those specifically covered by our amended and restated certificate of
incorporation.
Our bylaws, which we intend to
adopt immediately prior to the closing of this offering, include the provisions relating to advancement of expenses and indemnification
rights consistent with those which will be set forth in our amended and restated certificate of incorporation. In addition, our bylaws
provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full
by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect us and/or
any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against any expense, liability
or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.
Any repeal or amendment of provisions
of our bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the
adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent
such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish
or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or
amendment or adoption of such inconsistent provision.
We will enter into indemnification
agreements with each of our officers and directors a form of which is to be filed as an exhibit to this Registration Statement. These
agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that
may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they
could be indemnified.
Pursuant to the Underwriting Agreement
to be filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters and the underwriters have agreed
to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities
under the Securities Act.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years,
we sold the following shares of common stock without registration under the Securities Act:
On
June 22, 2021, in connection with our organization we issued 1,437,500 shares of common stock of the Company to our sponsor, Mana Capital
LLC for an aggregate consideration of $25,000. This issuance was made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act as the shares were sold to an accredited investor. In September 2021, the Company and the sponsor amended
the terms of the subscription agreement and issued the sponsor an additional 62,500 shares of common stock and eliminated the forfeiture
provision include in the original subscription agreement. In November
2021, we entered into an amended and restated subscription agreement with the sponsor pursuant to which we issued the sponsor an additional
50,000 shares, resulting in the sponsor holding an aggregate of 1,550,000 shares (so that the sponsor shares will account for 20% of
our issued and outstanding shares after this offering) and also agreed that, if the underwriters exercise the over-allotment option,
we will issue to our sponsor such number of additional shares of common stock (up to 232,500 shares) as
to maintain our sponsor’s ownership at 20% or our issued and outstanding common stock upon the consummation of this offering.
Our sponsor has also received
an unsecured promissory note in the principal amount of $200,000 in consideration of the agreement by our sponsor to loan the Company
up to $200,000. As of June 30, 2021, the Company had borrowed $45,000 under such note. The issuance of the note was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act as the shares were sold to an accredited investor.
In addition, our sponsor has
committed (either directly or through affiliates or designees) pursuant to a written agreement to acquire 2,500,000 warrants at $1.00
per warrant (for an aggregate purchase price of $2,500,000. This purchase will take place on a private placement basis simultaneously
with the consummation of the initial public offering. The issuance of such warrants will be made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts,
brokerage fees or commissions were paid with respect to such sales.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The
following exhibits are filed as part of this Registration Statement:
* Filed
herewith.
** Previously
filed.
ITEM 17. UNDERTAKINGS.
(a) The
undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates
in such denominations and registered in such names as required by the underwriters 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.
(c) The
undersigned registrant hereby undertakes that:
(1) 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.
(2) 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.
(3) 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.
(4) 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:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) 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;
(iii) 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
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York, on the 10th day of November, 2021.
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MANA CAPITAL ACQUISITION CORP.
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By:
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/s/
Jonathan Intrater
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Name:
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Jonathan Intrater
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Title:
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Chief Executive Officer
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Name
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Position
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Date
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/s/
Jonathan Intrater
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Chief Executive Officer
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November 10, 2021
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Jonathan Intrater
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(Principal Executive Officer and Principal Financial and Accounting Officer) and Director
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*
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Director
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November 10, 2021
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Allan Liu
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*
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Director
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November 10, 2021
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Loren Mortman
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* By:
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/s/ Jonathan Intrater
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November 10,
2021
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Jonathan Intrater, attorney-in-fact
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II-8
Exhibit 1.1
6,200,000 Units
Mana Capital Acquisition Corp
UNDERWRITING AGREEMENT
[•], 2021
Ladenburg Thalmann & Co. Inc.
640 Fifth Avenue, 4th floor
New York, New York 10019
As Representative of the Underwriters named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, Mana Capital Acquisition Corp.,
a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (hereinafter referred
to as “you”, “Ladenburg”, or as the “Representative”) and with the other underwriters named on Schedule
A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to
herein as the “Underwriters” or, 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
Firm Securities.
1.1.1
Purchase of Firm 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, severally and not jointly, to the several Underwriters, an aggregate
of 6,200,000 units (the “Firm Units”) of the Company at a purchase price (net of discounts and commissions) of $9.80 per Firm
Unit. 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, attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of
$9.80 per Firm Unit. The Firm Units (and the Option Units (hereinafter defined) if any) are to be offered initially to the public (the
“Offering”) at the offering price of $10.00 per Firm Unit, it being understood that the offering price is not in excess of
the price recommended by the QIU (as hereinafter defined). Each Firm Unit consists of one (1) share of common stock, par value $0.00001
per share, of the Company (“Common Stock”), one-half of one redeemable warrant (the “Warrant(s)”), each whole
Warrant entitling the holder thereof to purchase one share of Common Stock, and one (1) right (the “Right(s)”) to receive
one-seventh (1/7) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock, the
Warrants and the Rights included in the Units will not be separately transferable until the earlier of the 90th day after the
date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the
Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form
8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s
receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event
will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the
Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form
by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall
begin. Each whole Warrant entitles the holder to purchase one Share of Common Stock at a price of $11.50 per share during the period commencing
on the later of (a) 30 days after the completion of a Business Combination, and (b) 12 months from the Effective Date of the Registration
Statement (as described below), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein,
the term “Business Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination. The Company has the right to redeem the Warrants upon not less than thirty (30) days written notice at
a price as determined in accordance with the Warrant Agreement (as defined in Section 2.22 hereof) at any time after the Warrants
become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading
days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day
prior to the day on which notice is given. Each Right entitles the holder to receive one-seventh (1/7) of one share of Common Stock upon
the closing of a Business Combination (as defined herein). As used herein, the term “Business Day” means any day other than
Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided,
however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay
at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the
closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems
(including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.
1.1.2 Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business
Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the
Registration Statement is declared effective on or after 4:00 p.m.) 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 public offering contemplated by this Agreement 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 Units shall be made on the 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. $62,000,000 ($71,300,000
if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per Unit, of the proceeds received by the
Company for the Firm Units and from the Private Placement (as defined in Section 1.3) shall be deposited in the trust account
established by the Company for the benefit of the public stockholders as described in the Registration Statement (the “Trust
Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) by and between
the Company and Continental Stock Transfer & Trust Company (“CST”). The proceeds (less commissions and actual
expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the
Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the
facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. 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 prior to the Closing Date. The Company will permit the Representative to examine and package the 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 Units except
upon tender of payment by the Representative for all the Firm Units
1.2
Over-Allotment Option.
1.2.1
Option Units. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units,
the Underwriters are hereby granted, severally and not jointly, an option to purchase up to an additional 930,000 units from the Company
(the “Over-allotment Option”). Such additional 930,000 units shall be identical in all respects to the Firm Units and are
hereinafter referred to as “Option Units.” The Firm Units and the Option Units are hereinafter collectively referred to as
the “Units,” and the Units, the Shares of Common Stock, the Warrants and the Rights included in the Units and the Shares of
Common Stock issuable upon exercise of the Warrants and the shares of Common Stock issuable upon conversion of the Rights are hereinafter
referred to collectively as the “Public Securities.” The purchase price to be paid for the Option Units (net of discounts
and commissions) will be (i) $9.80 per Option Unit for the first 300,000 Option Units purchased and (ii) $10.00 per Option Unit thereafter.
The Option Units are to be offered initially to the public at the offering price of $10.00 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
Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Overallotment Option. The Over-allotment
Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in
writing by overnight mail, facsimile transmission or e-mail transmission setting forth the number of Option Units to be purchased and
the date and time for delivery of and payment for the Option Units, which will not be later than five (5) 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 or in such other manner as shall be agreed upon by the Company and the Representative. If such delivery and payment
for the Option Units does not occur on the Closing Date, the date and time of the closing for such Option Units will be as set forth in
the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated
to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase,
the number of Option Units specified in such notice.
1.2.3
Payment and Delivery. Delivery and payment for the Option Units shall be made at 10:00 AM, New York time, on the Option
Closing Date 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. Payment for the Option Units shall be made 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, by deposit of the sum of $10.00 per Option Unit in the Trust Account pursuant to the Trust Agreement upon delivery
to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units (or through
the facilities of DTC) for the account of the Underwriters. The Option Units shall be registered in such name or names and in such authorized
denominations as the Representative may request not less than two (2) 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 (1) full Business Day prior to such Closing Date or Option Closing
Date.
1.3
Private Placement. Simultaneously with the Closing, the Sponsor (as defined in Section 2.24.2 hereof) shall purchase
from the Company, pursuant to the Subscription Agreement (as defined in Section 2.24.2 hereof) an aggregate of 2,500,000 warrants (the
“Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement (the “Private Placement”).
The Placement Warrants and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the
“Placement Securities.” Each Placement Warrant shall be identical to the Warrants sold in the Offering except that the Placement
Warrants shall be subject to certain transfer restrictions as described in the Insider Letter (as defined in Section 2.24.1 hereof)
and the Warrant Agreement (as defined in Section 2.22 hereof). There will be no placement agent in the Private Placement and no
party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
1.4
Qualified Independent Underwriter. The Company hereby confirms its engagement of I-Bankers
Securities, Inc. (“I-Bankers”) as, and I-Bankers hereby confirms its agreement with the Company to render services as, the
“qualified independent underwriter,” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc.
(“FINRA”) with respect to the offering and sale of the Public Securities. I-Bankers, solely in its capacity as the qualified
independent underwriter and not otherwise, is referred to herein as the “QIU.” I-Bankers hereby consents to the reference
to it as set forth under the heading “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus and the Prospectus
(as defined herein) and any amendment or supplement thereto.
2.
Representations and Warranties of the Company. The Company represents and warrants to the Underwriters
and the QIU as follows:
2.1
Filing of Registration Statement.
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. 333-260360), 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 Units, shares of Common Stock underlying the Units, the
Warrants, the Rights and the shares of Common Stock issuable upon exercise of the Warrants and Rights (collectively, the “Public
Securities” and, together with the Placement Securities, the “Securities”) under the Securities Act of 1933, as amended
(the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all
material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under
the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form,
have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on
file with the Commission at the time the registration statement becomes effective (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 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 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., New York City time, on the date of this Agreement. 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 Securities 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 Rule 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 heretofore been filed
with the Commission. All of the Public Securities have been registered under the Act pursuant to the Registration Statement or, if any
Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b) 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 Prospectus included an untrue statement
of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and have agreed to provide an opportunity to purchasers of the Units to terminate their old purchase
contracts and enter into new purchase contracts, the 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 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, Common
Stock, the Warrants and Rights. The registration of the Units, Common Stock, Warrants and Rights under the Exchange Act will be declared
effective by the Commission on or prior to the Effective Date.
2.2
No Stop Orders, Etc. Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority
has issued any order or threatened to issue any order preventing or suspending the use of any Preliminary 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-5Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning
of the Regulations) of the Prospectus and at the Closing Date, if any, the Registration Statement 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. Neither the Registration Statement nor any Preliminary
Prospectus or the Prospectus, nor any amendment or supplement thereto, on their respective dates, did or will contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the
case of the Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not misleading. When
any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration
of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of
the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning
of the Regulations), such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected
in the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will
not contain an untrue statement of a material fact or omit to state any 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. 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 Representative expressly for use in the Registration Statement
or Prospectus or any amendment thereof or supplement thereto. It is understood the following identified statements set forth in the Prospectus
under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished by the Representative
with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”, (ii) the second
sentence of the third paragraph of the “Underwriting” section (under the caption “Underwriting Discounts and Commissions”),
(iii) the eleventh paragraph of the “Underwriting” section (under the caption “Price Stabilization, Short Positions”),
the bullets following such paragraph and the twelfth paragraph of the “Underwriting” section, (iv) the Underwriting subsection
“Conflict of Interest”; (v) the Underwriting subsection “Electronic Distribution” and (iv) the Underwriting subsection
“Selling Restrictions.”
2.3.2
Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Preliminary 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 Preliminary 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, Preliminary Prospectus or the Prospectus 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 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 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 material 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 Preliminary Prospectus and the Prospectus concerning the
effects of Federal, state and local regulation on the Company’s business as currently contemplated fairly summarize, to the best
of the Company’s knowledge, such effects 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.
2.4
Changes After Dates in Registration Statement.
2.4.1
No Material Adverse Change. Except as contemplated in the Prospectus or specifically stated therein, since the respective
dates as of which information is given in the Registration Statement, any Preliminary Prospectus and/or the Prospectus: (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 and the Prospectus.
2.4.2
Recent Securities Transactions, Etc. Except as contemplated in the Prospectus, subsequent to the respective dates as of
which information is given in the Registration Statement 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 share capital.
2.5
Independent Accountants. To the best of the Company’s knowledge, Marcum Bernstein & Pinchuk LLP (“Marcum”),
whose report is filed with the Commission as part of the Registration Statement and included in the Registration Statement, the Preliminary
Prospectus and the Prospectus, are independent accountants as required by the Act and the Regulations and the Public Company Accounting
Oversight Board (including the rules and regulations promulgated by such entity, the “PCAOB”). To the best of 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 and the Prospectus, provided to the Company any non-audit services, as such term is
used in Section 10A(g) of the Exchange Act.
2.6
Financial Statements; Statistical Data.
2.6.1
Financial Statements. The financial statements, including the notes thereto and supporting schedules included in the Registration
Statement, the Preliminary Prospectus and the Prospectus fairly present 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 generally accepted
accounting principles, consistently applied throughout the periods involved; and the supporting schedules included in the Registration
Statement present fairly the information required to be stated therein. To the best of the Company’s knowledge, no other financial
statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Preliminary
Prospectus or the Prospectus. The Registration Statement, the Preliminary 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, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.
To the best of the Company’s knowledge, there are no pro forma or as adjusted financial statements which are required to be included
in the Registration Statement and the Prospectus in accordance with Regulation S-X 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
Preliminary Prospectus and 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 the Registration Statement, the Preliminary
Prospectus and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration
Statement, the Preliminary Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the Preliminary
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 Preliminary Prospectus and the Prospectus, on the Effective Date of
the Prospectus and on the Closing Date, if any, there will be no options, warrants, or other rights to purchase or otherwise acquire any
authorized, but unissued Shares of Common Stock of the Company or any security convertible into shares of Common Stock of the Company,
or any contracts or commitments to issue or sell Shares of Common Stock or any such options, warrants, rights or convertible securities.
2.8
Valid Issuance of Securities, Etc.
2.8.1
Outstanding Securities. All issued and outstanding securities of the Company 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. The Securities conform in all material respects to
all statements relating thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. Subject to the
disclosure contained in the Registration Statement, the Preliminary Prospectus and the Prospectus with respect to the Placement Securities,
the offers and sales of the outstanding shares of Common Stock were at all relevant times either registered under the Act and the applicable
state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such shares of Common Stock,
exempt from such registration requirements.
2.8.2
Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for,
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 actions required to be taken for the authorization,
issuance and sale of the Public Securities have been duly and validly taken. When issued, the Warrants and Rights will constitute valid
and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number
and type of securities of the Company called for thereby in accordance with the terms thereof, and such Warrants and Rights are 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 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. The shares of Common Stock underlying the Warrants and Rights have been reserved for issuance upon the exercise
of the Warrants and Rights, as the case may be, and, when issued in accordance with the terms of the Warrants and Rights, will be duly
and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal
liability by reason of being such holders. The Public Securities conform in all material respects to all statements with respect thereto
contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.
2.8.3
Placement Securities. The Placement Securities have been duly authorized and reserved for issuance and when issued and paid
for, will be validly issued, fully paid and non-assessable; the Placement 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 actions required
to be taken for the authorization, issuance and sale of the Placement Securities have been duly and validly taken. When issued, the Placement
Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise
price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement
Warrants are 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 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. The shares of Common Stock underlying the Placement Warrants have been reserved for issuance upon
the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly
authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability
by reason of being such holders. The Private Securities conform in all material respects to all statements with respect thereto contained
in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.
2.8.4
No Integration. Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and/or the
Prospectus with respect to the Placement Securities, 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.
2.9
Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Preliminary Prospectus or 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 Business Combination Marketing Agreement (as defined in Section
2.23), the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Subscription Agreement (as defined
in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.24.3 hereof) and the Rights Agreement
(as defined in Section 2.26 hereof) have been duly and validly authorized by the Company and 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 the 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 this Agreement, the Warrant Agreement, the
Trust Agreement, the Business Combination Marketing Agreement, the Subscription Agreement, the Registration Rights Agreement and the Rights
Agreement, 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 material
breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification,
termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms
of any agreement or instrument to which the Company is a party; result in any violation of the provisions of the memorandum and articles
of association of the Company; or (iii) violate 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 properties or business
2.12
No Defaults; Violations. No material default 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
material agreement, license, permit, 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, except for such violations which would not reasonably
be expected to have a material adverse effect on the Company. The Company is not in violation of any term or provision of its certificate
of incorporation.
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 Preliminary Prospectus and the Prospectus.
To the Company’s knowledge, the disclosures in the Registration Statement and the Prospectus concerning the effects of federal,
state and local regulation on the 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 (with
respect to the Prospectus, in light of the circumstances under which they were made), not misleading. Since its formation, the Company
has conducted no business and has incurred no liabilities other than in connection with 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 is required
for the valid issuance, sale and delivery of the Securities and the consummation of the transactions and agreements contemplated by this
Agreement, the Warrant Agreement, the Trust Agreement, the Business Combination Marketing Agreement, the Subscription Agreement, the Registration
Rights Agreement or the Rights Agreement and as contemplated by the Prospectus, except with respect to applicable federal and state securities
laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority (“FINRA”).
2.14
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by the Sponsor and each of the Company’s officers and directors and provided to the Underwriters is true and correct and
the Company has not become aware of any information which would cause the information disclosed in the questionnaires completed by the
Sponsor and each officer or director, 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 best of the Company’s knowledge, threatened against, or involving the Company or,
to the best of the Company’s knowledge, the Sponsor, which has not been disclosed in the Registration Statement, the Questionnaires,
the Preliminary Prospectus and the Prospectus.
2.16
Good Standing. The Company has been duly organized, is validly existing and is in good standing under the laws of its country
of organization and is duly qualified to do business and is in good standing as a foreign corporation 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 Company.
2.17
No Contemplation of a Business Combination. Prior to the date hereof, neither the Company, its officers and directors nor
the Sponsor had, and as of the Closing, the Company and such officers and directors and initial stockholders will not have had: (i) any
specific Business Combination under consideration or contemplation; or (ii) any substantive interactions or discussions with any target
business regarding a possible Business Combination.
2.18
Transactions Affecting Disclosure to FINRA.
2.18.1
Except as described in the Preliminary Prospectus and/or 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 the Sponsor with respect
to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s
knowledge, the Sponsor that may affect the Underwriters’ compensation, as determined by FINRA.
2.18.2
Except as described in the Preliminary Prospectus and/or 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 twelve (12) months prior to the Effective Date, other than payments to the Representative.
2.18.3
Except as disclosed in the Registration Statement, the Preliminary Prospectus and/or the Prospectus, no officer, director, or beneficial
owner of any class of the Company’s securities (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, a person associated,
or affiliated with a member of FINRA.
2.18.4
No Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open
market).
2.18.5
No Company Affiliate has made a subordinated loan to any member of FINRA.
2.18.6
No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid
to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein and in the
Subscription Agreement.
2.18.7
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.
2.18.8
Except as described in the Preliminary Prospectus and/or the Prospectus, 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 has any relationship or affiliation
or association with any member of FINRA.
2.18.9
Except as described in the Preliminary Prospectus and/or the Prospectus, no FINRA member intending to participate in the Offering
has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and
its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated
debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include
managing agents, syndicate group members and all dealers that are members of FINRA.
2.18.10
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, which arrangement or agreement provides for the receipt of any item of value and/or the transfer
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 any related persons.
2.19
Foreign Corrupt Practices Act. Neither the Company, the Sponsor, nor another initial stockholder or any other person acting
on behalf of the Company has, directly or indirectly, 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)
that: (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if
not given in the past, might have had a material adverse effect on the assets, business or operations of the Company as reflected in any
of the financial statements contained in the Registration Statement, the Preliminary Prospectus and/or the Prospectus; or (iii) if not
continued in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company’s internal
accounting controls and procedures are sufficient to cause the Company to comply with the Foreign Corrupt Practices Act of 1977, as amended.
2.20
Patriot Act. Neither the Company nor, to the Company’s knowledge, any officer, director or any initial stockholder
has violated: (i) the Bank Secrecy Act, as amended; (ii) the Money Laundering Control Act of 1986, as amended; 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.
2.21
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative
or to the Representative’s counsel shall be deemed a representation and warranty by the Company to the Underwriters and the QIU
as to the matters covered thereby.
2.22
Warrant Agreement. The Company has entered into a warrant agreement with respect to the Warrants and the Placement Warrants
with CST, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”).
2.23
Business Combination Marketing Agreement. The Company and the Representative have entered into a separate business combination
marketing agreement in the form filed as an exhibit to the Registration Statement (the “Business Combination Marketing Agreement”).
2.24
Agreements with Sponsor, Officers, Directors and Initial Stockholders.
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 or non-compete provision may be limited under the 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) annexed as exhibits to the Registration
Statement (the “Insider Letter”), pursuant to which the Sponsor and each of the officers and directors of the Company agree
to certain matters.
2.24.2
Subscription Agreement. Mana Capital LLC (the “Sponsor”) has executed and delivered a subscription agreement,
the form of which is attached as an exhibit to the Registration Statement (the “Subscription Agreement”), pursuant to which
such stockholder, among other things, agreed to purchase an aggregate of 2,500,000 Placement Warrants in the Private Placement. Pursuant
to the Subscription Agreement, a portion of the proceeds from the sale of the Placement Warrants will be deposited by the Company in the
Trust Account in accordance with the terms of the Trust Agreement prior to the Closing, as provided for in the Subscription Agreement.
2.24.3
Registration Rights Agreement. The Company and the Sponsor have entered into a registration rights agreement (the “Registration
Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties 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.
2.24.4
Escrow Agreement. The Company, the Sponsor and each of the officers and directors of the Company have entered into an escrow
agreement with CST (the “Escrow Agreement”) substantially in the form annexed as an exhibit to the Registration Statement,
whereby the Sponsor and each of the officers and directors of the Company will deposit shares of Common Stock of the Company into an
escrow account, with CST as the escrow agent, to be held in accordance with the terms and conditions of such Escrow Agreement and as
described more fully in the Registration Statement.
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.
2.26
Rights Agreement. The Company has entered into the Rights Agreement with respect to the Rights with CST, substantially in
the form filed as an exhibit to the Registration Statement (the “Rights Agreement”)
2.27
Covenants Not to Compete. To the Company’s knowledge, the officers and directors of the Company are not subject to
any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect its ability
to be an employee, officer or director of the Company.
2.28
Investments. No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of
1940, as amended (the “Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the
Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in Section
2(a)(16) of the Investment Company Act).
2.29
Subsidiaries. The Company does not own an interest in any corporation, partnership, limited liability company, joint venture,
trust or other business entity.
2.30
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, stockholder, 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 Preliminary
Prospectus and/or the Prospectus which is not so described and described as required. There are no outstanding loans, advances (except
normal advances for business expenses in the ordinary course of business) 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 Preliminary Prospectus and/or 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.
2.31
No Influence. The Company has not offered, or caused the Underwriters to offer, the Units to any person or entity with
the intention of unlawfully influencing: (i) a customer or supplier of the Company or any Company Affiliate to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate; or (ii) a journalist or publication to write or publish
favorable information about the Company or any such affiliate.
2.32
Trading of the Public Securities on the Nasdaq Global Market. As of the Effective Date and the Closing Date, the Public
Securities will have been authorized for listing on the Nasdaq Global Market and no proceedings have been instituted or threatened which
would effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing of
the Public Securities on the Nasdaq Global Market.
2.33
Definition of “Knowledge”. As used in this Agreement, the term “knowledge of the Company” (or similar
language) shall mean the knowledge of the officers and directors of the Company who are named in the Prospectus, with the assumption that
such officers and directors shall have made reasonable and diligent inquiry of the matters presented.
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3.
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Covenants of the Company. The Company covenants and agrees as follows:
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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 will 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 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
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 hereof, an appropriate amendment to the Registration Statement or amendment or supplement to the 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 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 (5) years from the Effective Date, or until such earlier time upon which
the Company is required to be liquidated, the Company will use its best efforts to maintain the registration of the Units, Common Stock,
Warrants and Rights under the provisions of the Exchange Act. The Company will not deregister the Units, Common Stock, Warrants and Rights
prior to the Business Combination without the prior written consent of the Representative.
3.2.4
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 the Sarbanes-Oxley Act of 2002, as amended, 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.
3.2.5
Blue Sky Filing. Unless the Public Securities are listed on the Nasdaq Global Market or another national securities exchange,
the Company, at its expense, 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 corporation 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.
3.2.6
Delivery to Underwriters of Prospectuses. The Company will deliver to each of the several Underwriters, without charge,
from time to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act such number of copies
of each Preliminary Prospectus and Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably
request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Representative
two original executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits
filed therewith or incorporated therein by reference and all original executed consents of certified experts.
3.3
Effectiveness and Events Requiring Notice to the Representative. The Company will use all reasonable 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
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 Section
3.4 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Preliminary
Prospectus and/or the Prospectus untrue or that requires the making of any changes in the Registration Statement, the Preliminary Prospectus
and/or the Prospectus in order to make the statements therein, (with respect to the Prospectus, in light of the circumstances under which
they were made), not misleading. If the Commission or any 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.
3.4
Review of Financial Statements. Until the earlier of five (5) years from the Effective Date, or until such earlier date
upon which the Company is required to be liquidated, 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 or filing of quarterly financial information, if any.
3.5
Affiliated Transactions.
3.5.1
Business Combinations. The Company will not consummate a Business Combination with any entity which is affiliated with the
Sponsor or an officer or director of the Company unless the Company obtains an opinion from an independent investment banking firm or
another independent entity that commonly renders valuation opinions stating the Business Combination is fair to the Company’s stockholders
from a financial perspective.
3.5.2
Compensation. Except as disclosed in the Registration Statement or as set forth in this Section 3.5, the Company
shall not pay any officer, director or shareholder, or any of their affiliates, any fees or compensation from the Company, for services
rendered to the Company prior to, or in connection with, the Offering or the consummation of a Business Combination; provided that the
Sponsor and the Company’s officers and directors shall be entitled to reimbursement from the Company for their out-of-pocket expenses
incurred on the Company’s behalf in connection with the Offering and expenses incurred by them in connection with seeking and consummating
a Business Combination as described in the Registration Statement.
3.6
Secondary Market Trading. In the event the Public Securities are not listed on the Nasdaq Global Market or another national
securities exchange, the Company will (i) apply to be included in Mergent, Inc. Manual for a period of five (5) 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 such jurisdictions 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 entity doing business in such jurisdiction.
3.7
Financial Public Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the
Company shall retain a financial public relations firm reasonably acceptable to the Representative for a term to be agreed upon by the
Company and the Representative.
3.8
Reports to the Representative.
3.8.1
Periodic Reports, Etc. For a period of five (5) years from the Effective Date or until such earlier time upon which the
Company is dissolved, 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 Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company; (iv) five (5) copies of each Registration
Statement; 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 its Electronic
Data Gathering, Analysis and Retrieval System (“EDGAR”) shall be deemed to have been delivered to the Representative pursuant
to this section.
3.8.2
Transfer Sheets. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company
is dissolved, the Company shall retain a transfer and warrant agent acceptable to the Representative (the “Transfer Agent”).
In the event the Public Securities are not listed on the Nasdaq Global Market or another national securities exchange, the Company will
furnish to the Underwriters at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the
Representative may request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. CST is an acceptable
Transfer Agent to the Representative.
3.8.3
Trading Reports. If the Public Securities are quoted on the OTC Bulletin Board (or any successor trading market) or a market
operated by the OTC Market Group Inc. (or similar publisher of quotations), then during such time the Company shall provide to the Representative,
at its expense, such reports published by the OTC Bulletin Board or the OTC Market Group Inc. relating to price trading of the Public
Securities, as the Representative shall reasonably request. In addition to the requirements of the preceding sentence, if the Public Securities
are not listed on the Nasdaq Global Market or such other national securities exchange for a period of two (2) years from the Closing Date,
the Company, at its expense, shall provide Ladenburg a subscription to the Company’s weekly Depository Transfer Company Security
Position Reports.
3.9
Disqualification of Form S-1. For a period equal to seven (7) years from the date hereof, the Company will not take any
action or actions which may prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration
of the Warrants under the Act.
3.10
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 the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement,
including, but not limited to: (i) the Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing,
mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus
and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, 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; (iii) the printing, engraving, issuance and delivery of the Units, the Common Stock,
Warrants and Rights included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not
listed on the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state
or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary
Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s
choice retained for such purpose; (v) filing fees (including SEC filing fees), costs and expenses (including third party expenses and
disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including counsel
fees of up to $15,000); (vii) fees and disbursements of the registrar and transfer, warrant, rights and escrow agent; (viii) the Company’s
expenses associated with “due diligence” meetings arranged by the Representative (none of which will be received or paid on
behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs
and expenses associated with “road show” meetings; (x) all fees, expenses and disbursements relating to background checks
of the Company’s directors, director nominees and executive officers; and (xi) all other reasonable costs and expenses incident
to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. In addition, the
Company shall reimburse Ladenburg up to $75,000 for the costs of background checks and other expenses incurred by Ladenburg related to
the public offering contemplated by this Agreement (the “Expense Cap”). The Representative may deduct from the net proceeds
of the Offering payable to the Company on the Closing Date,or the Option Closing Date, if any, the fees and expenses set forth above to
be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and
expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 in the aggregate (in addition
to the fees referred to in clause (vi) above); provided that the Expense Cap no way limits or impairs the indemnification or contribution
provisions of this Agreement. Notwithstanding the forgoing, any advances received by the Underwriters will be reimbursed to the Company
to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(a). If the Offering is not consummated for any reason whatsoever,
except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described
in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by
the Representative, including, without limitation, its legal fees (less any amounts previously paid), but not
to exceed the Expense Cap.
3.11
Application of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent
with the application described under the caption “Use of Proceeds” in the Prospectus.
3.12
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 fifteenth (15th) 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) under Section 11(a) of the Act) covering a period of at least twelve
(12) consecutive months beginning after the Effective Date.
3.13
Notice to FINRA.
3.13.1
Business Combination. 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 merger candidate or to provide any other merger and acquisition services, the Company will provide
the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services
and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition
services should not be considered an “underwriter and related person” (as such term is defined in Rule 5110 of FINRA’s
Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will
be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.
3.13.2
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 FINRA.
3.14
Stabilization. Neither the Company, nor, to its knowledge, any of its employees, directors or stockholders (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.
3.15
Internal Controls. 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 generally accepted accounting principles 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.
3.16
Accountants. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is
required to be liquidated, the Company shall retain Marcum or other independent public accountants reasonably acceptable to the Representative.
3.17
Form 8-K. The Company shall, on the date hereof, retain its independent public accountants to audit the financial statements
of the Company as of the Closing Date (the “Audited Financial Statements”) reflecting the receipt by the Company of the proceeds
of the Offering and the Private Placement, as well as the proceeds from the exercise of the Over-Allotment if such exercise has occurred
on the date of the Prospectus. Within four (4) Business Days of the Closing Date, the Company will file a Current Report on Form 8-K with
the Commission, which Report shall contain the Audited Financial Statements.
3.18
FINRA. The Company shall advise FINRA if it is aware that any 5% or greater stockholder of the Company becomes an affiliate
or associated person of a FINRA member participating in the distribution of the Company’s Public Securities.
3.19
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.
3.20
Investment Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested
only in “government securities” with specific maturity dates or in money market funds meeting certain conditions under Rule
2a-7 promulgated under the Investment Company Act as set forth in the Trust Agreement 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.
3.21
Business Combination Announcement. Within four (4) Business Days following the consummation by the Company of a Business
Combination, the Company shall cause an announcement (“Business Combination Announcement”) to be issued by a press release
service announcing the consummation of the Business Combination and indicating that the Representative was one of the co-managing underwriters
in the Offering and also indicating the name and location of any other financial advisors engaged by the Company as a merger and acquisitions
advisor. The Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative
with a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination Announcement without the
final approval of the Representative, which approval will not be unreasonably withheld.
3.22
Press Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without Ladenburg’s
prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Effective Date.
3.23
Electronic Prospectus. The Company shall cause to be prepared and delivered to the Representative, at its expense, within
one (1) Business Day from the Effective Date, 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 Units for at least the period during which a
Prospectus relating to the Units 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 Units is required to be delivered under
the Securities Act, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.
3.24
Reservation of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities
which are issuable upon exercise of the Warrants, the Rights and the Placement Warrants outstanding from time to time.
3.25
Private Placement Proceeds. Simultaneously with the Closing, the Company shall have caused the
applicable proceeds from the Private Placement to be deposited into the Trust Account in accordance
with the Subscription Agreement, and shall provide the Representative with evidence of the same.
3.26
Financial Printer. The Company shall retain a financial printer, reasonably acceptable to the Representative, for the purpose
of facilitating the Company’s EDGAR filings and the printing of the Preliminary Prospectus and Prospectus.
3.27
Listing on the Nasdaq Global Market. The Company will use commercially reasonable efforts to maintain the listing of the
Public Securities on the Nasdaq Global Market or another national securities exchange until the earlier of five (5) years from the Effective
Date or until the Public Securities are no longer registered under the Exchange Act.
4.
Conditions of Underwriters’ Obligations. The obligations of the QIU and the several Underwriters
to purchase and pay for the Units, 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 each 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
Regulatory Matters.
4.1.1
Effectiveness of Registration Statement. The Registration Statement shall have become effective not later than 5:00 P.M.,
New York 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 each of the Closing Date and the Option 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 to the reasonable satisfaction of Blank
Rome LLP (“Blank Rome”).
4.1.2
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.
4.1.3
No Commission Stop Order. At each of the Closing Date and the Option Closing Date, the Commission has not issued any order
or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any part thereof,
and has not instituted or threatened to institute any proceedings with respect to such an order.
4.1.4
No Blue Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction designated by the Representative
pursuant to Section 3.2.5 hereof, if any, shall have been issued on either the Closing Date or the Option Closing Date, and no proceedings
for that purpose shall have been instituted or shall be contemplated.
4.1.5
The Nasdaq Global Market. By the Effective Date, the Public Securities shall have been approved for trading on the Nasdaq
Global Market.
4.2
Company Counsel Matters.
4.2.1
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative
assurance statements of Becker & Poliakoff LLP (“Becker”), counsel to the Company, dated the Closing Date, addressed to
the Representative as representative for the several Underwriters and in form and substance reasonably satisfactory to the Representative.
The opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind
or the effect any exercise of such rights will have on any other securities of the Company or on the Offering.
4.2.2
Option Closing Date Opinion of Counsel. On each Option Closing Date, if any, the Representative shall have received the
favorable opinion of Becker, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory
to counsel to the Representative, confirming as of each Option Closing Date, the statements made by Becker in its opinion delivered on
the Closing Date.
4.2.3
Reliance. In rendering such opinion, such counsel 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
jurisdictions 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 opinion of counsel 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.
4.3
Cold Comfort Letter. At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date,
if any, the Representative shall have received a letter, addressed to the Representative and in form and substance satisfactory in all
respects (including the nature of the changes or decreases, if any, referred to in clause 4.3.3 below) to the Representative from Marcum
dated, respectively, as of the date of this Agreement and as of the Closing Date and the Option Closing Date, if any:
4.3.1
Confirming that they are an independent registered public accounting firm with respect to the Company within the meaning of the
Act and the applicable Regulations;
4.3.2
Stating that in their opinion the financial statements of the Company included in the Registration Statement, the Preliminary Prospectus
and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations
thereunder;
4.3.3
Stating that, on the basis of limited procedures which included a reading of the latest available minutes of the stockholders 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) at a date not later than five (5) days prior to the Effective Date, Closing Date or Option 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 stockholders’
equity of the Company as compared with amounts shown in the June 30, 2021 balance sheet included in the Registration Statement, the Preliminary
Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Preliminary Prospectus and
the Prospectus, or, if there was any decrease, setting forth the amount of such decrease; and (b) during the period from June 30, 2021
(balance sheet date) to a specified date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing Date,
as the case may be,, there was any decrease in net earnings or net earnings per share of Common Stock, in each case as compared with the
Statement of Operations for the period from May 19, 2021 (inception) to June 30, 2021 included in the Registration Statement and the Prospectus,
or, if there was any such decrease, setting forth the amount of such decrease;
4.3.4
Stating they have compared specific dollar amounts, numbers of shares, percentages of earnings, statements and other financial
information pertaining to the Company set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus 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 the standards of the PCAOB) set forth in the letter and found them to be in agreement; and
4.3.5
Statements as to such other matters incident to the transaction contemplated hereby as the Representative may reasonably request.
4.4
Officers’ Certificates.
4.4.1
Officers’ Certificate. At 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 Chief Executive Officer or the President and the Secretary or Assistant Secretary
of the Company, dated the Closing Date or the Option Closing Date, as the case may be, 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
to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof
have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, 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.
4.4.2
Secretary’s Certificate. At 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 or Assistant Secretary of the Company, dated the Closing Date or the
Option Closing Date, as the case may be, 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 the Nasdaq Stock Market; 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.
4.5
No Material Changes.
Prior to and on each of
the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development that is likely
to result in 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 and Prospectus; (ii) no action, suit or proceeding,
at law or in equity, shall have been pending or threatened against the Company or the Sponsor before or by any court or 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
Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have
been initiated or threatened by the Commission; and (iv) the Registration Statement, the Preliminary 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 neither
the Registration Statement, the Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
(in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
4.6
Delivery of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of
the Trust Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, all of the Insider Letters, the Subscription
Agreement, the Registration Rights Agreement and Rights Agreement.
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 Units (each a “Selected Dealer”)
and each of their respective directors, officers and employees and each person, if any, who controls any such Underwriter (“Controlling
Person”) within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, 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 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); or (ii) 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 Units under the securities laws thereof or filed with the Commission, any state securities
commission or agency, the Nasdaq Stock Market or any securities exchange; 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, or the Prospectus, or any amendment or supplement thereof. 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 3.2 hereof. The Company agrees to promptly notify the Representative of the commencement
of any litigation or 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
Indemnification of the QIU. Without limitation of and in addition to its obligations under the other paragraphs of this Section 5,
the Company agrees to indemnify, defend and hold harmless the QIU, its directors, officers, employees and each Controlling Person of the
QIU, if any, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or
claim (including the reasonable cost of investigation) which, jointly or severally, the QIU or any such person may incur, insofar as such
loss, damage, expense, liability or claim arises out of or is based upon the QIU’s acting as a “qualified independent underwriter”
(within the meaning of FINRA Rule 5121) in connection with the offering contemplated by this Agreement, and the Company agrees to
advance and reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection
with investigating or defending any such loss, damage, expense, liability or claim; provided, however, that the Company will not be liable
in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished
to the Company by the QIU specifically for use in the Registration Statement or Prospectus.
5.1.3
Procedure. If any action is brought against an Underwriter, the QIU or Controlling Person in respect of which indemnity
may be sought against the Company pursuant to Section 5.1.1, such Underwriter or the QIU 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 or the QIU) and payment of actual expenses. Such Underwriter, the QIU 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, the QIU 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 within reasonable time under the circumstances;
(ii) the Company shall not have employed counsel to have charge of the defense of such action; or (iii) 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, the QIU, and/or Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained herein,
if the Underwriter, the QIU 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 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 any Preliminary Prospectus, the Registration Statement, or 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 Preliminary Prospectus, the Registration Statement, or 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, or 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.
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 a 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, 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.
The QIU, in its capacity as “qualified independent underwriter” (within the meaning of FINRA Rule 5121), shall in no
event be required to contribute any amount in excess of the amount the compensation received by the QIU for acting in such capacity exceeds
the amount of any damage which the QIU has otherwise been required to pay by reason of the QIU’s acting in such capacity in connection
with the offering contemplated by this Agreement.
5.3.2
Contribution Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) 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
representative of the commencement thereof within the aforesaid fifteen (15) 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 available. The Underwriters’ obligations to contribute
pursuant to this Section 5.3 are several and not joint.
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6.
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Default by an Underwriter.
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6.1
Default Not Exceeding 10% of Firm Units or Option Units. If any Underwriter or Underwriters shall default in its or their
obligations to purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of
the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units
or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option 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 or Option Units. In the event that the default addressed in Section 6.1 above relates
to more than 10% of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for another party or
parties to purchase such Firm Units or Option 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 or Option Units, the Representative does not arrange for the purchase
of such Firm Units or Option 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 Company and the Representative to purchase said Firm Units or Option Units on such terms.
In the event the Representative does not arrange for the purchase of the Firm Units or Option Units to which a default relates as provided
in this Section 6, this Agreement may be terminated by the Company without liability on the part of the Company (except as provided in
Sections 3.10 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default
occurs with respect to the Option Units, this Agreement will not terminate as to the Firm Units; and provided further 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 the Firm Units or Option 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 or Option 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, the Preliminary Prospectus
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, the Preliminary Prospectus and/or the Prospectus, as the case may be, that in the 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
Public Securities.
7.1
Additional Shares or Options. The Company hereby agrees that until the Company consummates a Business Combination, it shall
not issue any shares of Common Stock or any options or other securities convertible into shares of Common Stock, or any class of shares
which participate in any manner in the Trust Account or which vote as a class with the shares of Common Stock on a Business Combination.
7.2
Trust Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence
investigation of any operating business or businesses which the Company seeks to acquire (each, a “Target Business”) unless
and until such Target Business acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar
document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (i) it has read the
Prospectus and understands that the Company has established the Trust Account, initially in an amount of $62,000,000 ($71,300,000 if the
Over-allotment Option is exercised in full) for the benefit of the public stockholders, and that (ii) for and in consideration of the
Company agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it, such Target Business 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 Company further agrees that it will use all reasonable
efforts, prior to obtaining the services of any vendor, to obtain a written acknowledgment from such vendor, whether through a letter
of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing
any of the foregoing), that: (i) such vendor has read the Prospectus and understands that the Company has established the Trust Account,
initially in an amount of $62,000,000 ($71,300,000 if the Over-allotment Option is exercised in full) for the benefit of the public stockholders,
and that (ii) for and in consideration of the Company agreeing to engage the services of the vendor, such vendor agrees that it does not
have any 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 among the Sponsor, the officers and directors of the Company, and the Company or the Subscription Agreement and
will not allow any amendments to, or waivers of, such Insider Letters or the Subscription Agreement without the prior written consent
of the Representative, which consent shall not be unreasonably withheld.
7.4
Tender Offer Documents, Proxy Materials and Other Information. The Company shall provide counsel to the Representative with
copies of all tender offer documents or proxy information and all related material filed with the Commission in connection with a Business
Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant
to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company
shall furnish any other state in which the Offering was registered, such information as may be requested by such state.
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.
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 the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the
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 Units to the several Underwriters until the earlier of the expiration of any applicable
statute of limitations and the seventh anniversary later of the Closing Date or the Option Closing Date, if any, at which time the representations,
warranties and agreements shall terminate and be of no further force and effect.
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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 opinion will
in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock
Exchange, the NYSE American, the Nasdaq Stock Market 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
government authority having jurisdiction; or (iii) if the United States shall have become involved in a war or an initiation or increase
in 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 markets; 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 opinion, make it inadvisable to proceed
with the delivery of the Units; or (vii) if any of the Company’s representations, warranties or covenants hereunder are materially
breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions
or prospects of the Company, or such material adverse change in general market conditions, including, without limitation, as a result
of terrorist activities after the date hereof, as in the Representative’s judgment would make it impracticable to proceed with the
offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Units.
9.3
Expenses. In the event this Agreement shall not be carried out for any reason whatsoever, except as a result of the Representative’s
or any Underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement, 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
actually incurred by the Representative related to the transactions contemplated herein shall be governed by Section 3.10 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 affected
by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
10.1
Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be
mailed, delivered by hand or reputable overnight courier or 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, three days after such mailing):
If to the Representative:
Ladenburg Thalmann & Co. Inc.
640 Fifth Avenue, 4th Floor
New York, New York 10019
Attn.: Steven Kaplan
Email: skaplan@ladenburg.com
Fax: (212) 409-2169
Copy to (which copy shall not be deemed to constitute
notice to the Representative):
Blank Rome LLP
1271 Avenue of the America
New York, New York 10010
Attn: Brad L. Shiffman, Esq.
Email: bshiffman@blankrome.com
Fax: (212) 885-5001
If to the Company:
Mana Capital Acquisition Corp.
8 The Green
Suite #12490
Dover, Delaware 19901
Attn: Jonathan Intrater, Chief Executive Officer
Email: intrabel@comcast.net
Copy to (which copy shall not be deemed to constitute
notice to the Company):
Becker & Poliakoff LLP
45 Broadway, 17th Floor
New York, New York 10006
Attn: Jie C. Xiu, Esq.
Email: jxiu@beckerlawers.com
If to the QIU:
I-Bankers Securities, Inc.
[●]
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 QIU, the Company and the Controlling Persons, 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
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 the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i)
agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby
shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern
District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding;
and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States
District Court for the Southern District of New York in any such suit, action or proceeding.
10.6.2
Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service
of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such
individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon
the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified
mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any
such suit, action or proceeding.
10.6.3
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.
10.6.4
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 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 effect 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, and
the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with
the Offering. The Company further acknowledges that the Underwriters and the QIU 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 or the
QIU act or be responsible as a fiduciary to the Company, its management, stockholders, creditors or any other person in connection with
any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the Offering, either before or after
the date hereof. The Underwriters and the QIU 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, the Underwriters, and the QIU 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
or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or
market for the Company’s 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 or the QIU 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
If the foregoing correctly sets forth the understanding
between the Underwriters, the QIU 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,
MANA CAPITAL ACQUISITION CORP.
By: ___________________________
Name: Jonathan Intrater
Title: Chief Executive Officer
Agreed to and accepted on the date first above
written.
LADENBURG THALMANN & CO. INC., as Representative
of the several Underwriters
By: ______________________________
Name:
Title:
I-BANKERS SECURITIES, INC., as Qualified Independent
Underwriter
By: ______________________________
Name:
Title:
SCHEDULE A
MANA CAPITAL ACQUISITION CORP
6,200,000 Units
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Underwriter
|
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Number of Units to be Purchased
|
|
Ladenburg Thalmann & Co. Inc.
|
|
6,200,000
|
|
|
|
|
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TOTAL
|
|
6,200,000
|
EXHIBIT A
Form of Target Business Letter
Mana Capital Acquisition Corp.
Gentlemen:
Reference is made to the Final Prospectus of
Mana Capital Acquisition Corp. (the “Company”), dated __________, 2021 (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 a “trust account”, initially in an amount of at least $62,000,000 for the benefit of the
“public stockholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for (i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and (ii)
interest earned by the trust account that may be released to the Company from time to time to fund the Company’s working capital
and general corporate requirements, proceeds in the trust account will not be released (a) until (i) the consummation of a Business Combination,
or (ii) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time or
(b) to the public stockholders in the event they elect to redeem their shares of Common Stock in connection with a stockholder vote to
approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of
the Company’s obligation to allow redemption rights as described in the Prospectus or (B) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activity.
For and in consideration of the Company agreeing
to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition 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 (the “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.
Print Name of Target Business
Authorized Signature of Target Business
EXHIBIT B
Form of Vendor Letter
Mana Capital Acquisition Corp.
Gentlemen:
Reference is made to the Final Prospectus of
Mana Capital Acquisition Corp. (the “Company”), dated __________, 2021 (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 a “trust account”, initially in an amount of at least $62,000,000 for the benefit of the
“public stockholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for (i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and (ii)
interest earned by the trust account that may be released to the Company from time to time to fund the Company’s working capital
and general corporate requirements, proceeds in the trust account will not be released (a) until(i) the consummation of a Business Combination,
or (ii) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time,
or (b) to the public stockholders in the event they elect to redeem their shares of Common Stock in connection with a stockholder vote
to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing
of the Company’s obligation to allow redemption rights as described in the Prospectus or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity.
For and in consideration of the Company agreeing
to use the products or 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 (the “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.
Print Name of Vendor
Authorized Signature of Vendor
Exhibit 3.2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MANA CAPITAL ACQUISITION CORP.
__________ ___, 2021
Mana Capital Acquisition Corp.,
a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer,
hereby certifies as follows:
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1.
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The name of the Corporation is “Mana Capital Acquisition Corp.”
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2.
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The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State
of the State of Delaware on May 19, 2021 (the “Original Certificate of Incorporation”).
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3.
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This Amended and Restated Certificate of Incorporation restates, integrates and amends the Original
Certificate of Incorporation (the “Amended and Restated Certificate”).
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4.
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This Amended and Restated Certificate of Incorporation was duly adopted by joint written consent of
the directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 141(f), 228 and 245 of the
General Corporation Law of the State of Delaware (“GCL”).
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5.
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This Amended and Restated Certificate of Incorporation shall become effective on the date of filing
with the Secretary of State of Delaware.
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6.
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The text of the Original Certificate of Incorporation is hereby amended and restated to read in full
as follows:
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FIRST: The name of the corporation (hereinafter the “Corporation”)
is: Mana Capital Acquisition Corp.
SECOND: The address of the initial registered
office and registered agent in this state is c/o A Registered Agent, Inc., 8 The Green, STE A, Dover, the County of Kent, Delaware, Zip
Code 19901, United States. The registered agent in charge thereof is A Registered Agent, Inc.
THIRD: The purpose of the Corporation is
to engage in any lawful act or activity for which corporations may be organized under the corporation laws of the State of Delaware, now
or hereafter in effect, or implied by the reasonable construction of the said laws.
FOURTH: Authorized Capital Stock. The total number of shares
of all classes of stock which the Corporation shall have authority to issue is FOUR HUNDRED MILLION (400,000,000) shares, consisting of
THREE HUNDRED MILLION (300,000,000) shares of Common Stock, $0.00001 par value per share (hereinafter, the “Common Stock”),
and ONE HUNDRED MILLION (100,000,000) shares of Preferred Stock, $0.00001 par value per share (hereinafter, the “Preferred Stock”).
A. Preferred Stock. The Board of Directors
is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting
powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications,
limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the GCL. The number
of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by
the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the
holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
B. Common Stock. Except as otherwise
required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess
all voting power and each share of Common Stock shall have one vote.
FIFTH:
Section 5.1 General.
(a) The provisions of this Article
FIFTH shall apply during the period commencing upon the effectiveness of this Amended and Restated Certificate and terminating upon
the consummation of the Corporation’s initial Business Combination (as defined below) and no amendment to this Article FIFTH shall
be effective prior to the consummation of the initial Business Combination unless approved by the affirmative vote of the holders of at
least a majority of all then outstanding shares of the Common Stock. For the purposes of this Amended and Restated Certificate, a “Business
Combination” shall mean any merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination involving the Corporation and one or more businesses or entities.
(b) Immediately after the
consummation of the Corporation’s initial public offering (the “Offering”), a certain amount of the net
offering proceeds received by the Corporation in the Offering and certain other amounts specified in the Corporation’s
registration statement on Form S-1, as initially filed with the Securities and Exchange Commission (the
“SEC”) on October 19, 2021, as amended (the “Registration Statement”), shall be
deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as
defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest income
(if any) to pay the Corporation’s taxes, if any, none of the funds held in the Trust Account (including the interest earned on
the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion
of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation
does not complete its initial Business Combination within nine (9) months from the closing of the Offering (unless extended in
accordance with the provisions of Section 5.9 below), subject to applicable law, and (iii) the redemption of Offering
Shares in connection with a stockholder vote to approve an amendment to this Amended and Restated Certificate that (A) would
affect the substance or timing of the Corporation’s obligation to allow redemption in connection with the initial Business
Combination or to redeem 100% of the Offering Shares if the Corporation has not completed an initial Business Combination within
nine (9) months from the closing of the Offering (unless extended in accordance with the provisions of Section 5.9 below), or
(B) with respect to stockholders’ rights or pre-initial Business Combination activity (as described
in Section 5.7). Holders of shares of the Common Stock included as part of the units sold in the Offering (the
“Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market
following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or any
affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
Section 5.2 Redemption Rights.
(a) Prior to the consummation of the initial
Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares
redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 5.2(b) and 5.2(c) (such
rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof
for cash equal to the applicable redemption price per share determined in accordance with Section 5.2(b) hereof
(the “Redemption Price”); provided, however, that the Corporation shall not redeem Offering Shares to the extent that
upon the consummation of the Business Combination such redemption would result in the Corporation’s failure to have net tangible
assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (or any successor rule)) of at least $5,000,001 (such limitation hereinafter called the “Redemption Limitation”).
Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating
distributions with respect to any warrant or rights issued pursuant to the Offering.
(b) If the Corporation offers to redeem the
Offering Shares other than in conjunction with a stockholder vote on an initial Business Combination with a proxy solicitation pursuant
to Regulation 14A of the Exchange Act (or any successor rules or regulations) and filing proxy materials with the SEC, the Corporation
shall offer to redeem the Offering Shares upon the consummation of the initial Business Combination, subject to lawfully available funds
therefor, in accordance with the provisions of Section 5.2(a) hereof, pursuant to a tender offer in accordance with
Rule 13e-4 and Regulation 14E of the Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter
called the “Tender Offer Rules”) which it shall commence prior to the consummation of the initial Business Combination
and shall file tender offer documents with the SEC prior to the consummation of the initial Business Combination that contain substantially
the same financial and other information about the initial Business Combination and the Redemption Rights as is required under Regulation
14A of the Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter called the “Proxy Solicitation
Rules”), even if such information is not required under the Tender Offer Rules; provided, however, that if a stockholder vote
is required by law to approve the proposed initial Business Combination, or the Corporation decides to submit the proposed initial Business
Combination to the stockholders for their approval for business or other legal reasons, the Corporation shall offer to redeem the Offering
Shares, subject to lawfully available funds therefor, in accordance with the provisions of Section 5.2(a) hereof,
in conjunction with a proxy solicitation pursuant to the Proxy Solicitation Rules (and not the Tender Offer Rules) at a price per share
equal to the Redemption Price calculated in accordance with the following provisions of this Section 5.2(b). In the event
that the Corporation offers to redeem the Offering Shares pursuant to a tender offer in accordance with the Tender Offer Rules, the Redemption
Price per share of the Common Stock payable to holders of the Offering Shares tendering their Offering Shares pursuant to such tender
offer shall be equal to the quotient obtained by dividing: (i) the aggregate amount then on deposit in the Trust Account calculated
as of two business days prior to the completion of the initial Business Combination, including interest earned on the funds held in the
Trust Account and not previously released to the Corporation to pay its taxes by (ii) the number of the then outstanding Offering
Shares. If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on the proposed initial Business
Combination pursuant to a proxy solicitation, the Redemption Price per share of the Common Stock payable to holders of the Offering Shares
exercising their Redemption Rights shall be equal to the quotient obtained by dividing (a) the aggregate amount then on deposit in
the Trust Account calculated as of two business days prior to the completion of the initial Business Combination, including interest earned
on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes by (b) the number of the then
outstanding Offering Shares.
(c) If the Corporation offers to redeem
the Offering Shares in conjunction with a stockholder vote on an initial Business Combination pursuant to a proxy solicitation, a Public
Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as
a “group” (as defined under Section 13(d)(3) of the Exchange Act), shall be restricted from seeking Redemption
Rights with respect to more than an aggregate of 15% of the Offering Shares without the prior consent of the Corporation.
(d) In the event that the Corporation
has not completed an initial Business Combination within nine (9) months from the closing of the Offering (unless extended in accordance
with the provisions of Section 5.9 below), the Corporation shall (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor,
redeem 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 earned on the funds held in the Trust Account not previously released to the Corporation to pay its taxes,
if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Offering Shares, which
redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the remaining stockholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to the Corporation’s
obligations under the GCL to provide for claims of creditors and the requirements of other applicable law.
(e) If the Corporation offers to redeem
the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed
initial Business Combination only if (i) such initial Business Combination is approved by the affirmative vote of the holders of
a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination
and (ii) either (A) the Redemption Limitation is not exceeded or (B) the shares of the Corporation’s Common Stock are listed
on a national securities exchange, as contemplated by Rule 3a51-1(a) under the Exchange Act, or any successor rule.
(f) If the Corporation conducts a
tender offer pursuant to Section 5.2(b), the Corporation shall consummate the proposed initial Business Combination only
if either (i) the Redemption Limitation is not exceeded or (ii) the shares of the Corporation’s Common Stock are listed on a national
securities exchange, as contemplated by Rule 3a51-1(a) under the Exchange Act, or any successor rule.
Section 5.3 Distributions from
the Trust Account.
(a) A Public Stockholder shall be
entitled to receive funds from the Trust Account only as provided in Sections 5.2(a), 5.2(b), 5.2(d) or 5.7 hereof.
In no other circumstances shall a Public Stockholder have any right or interest of any kind in or to distributions from the Trust Account,
and no stockholder other than a Public Stockholder shall have any interest in or to the Trust Account.
(b) Each Public Stockholder that does
not exercise its Redemption Rights shall retain its interest in the Corporation and shall be deemed to have given its consent to the release
of the remaining funds in the Trust Account to the Corporation, and following payment to any Public Stockholders exercising their Redemption
Rights, the remaining funds in the Trust Account shall be released to the Corporation.
(c) The exercise by a Public Stockholder
of the Redemption Rights shall be conditioned on such Public Stockholder following the specific procedures for redemptions set forth by
the Corporation in any applicable tender offer or proxy materials sent to the Public Stockholders relating to the proposed initial Business
Combination, including the requirement that any Public Stockholder holder that holds Offering Shares beneficially through a nominee must
identify itself to the Corporation in connection with any redemption election in order to validly redeem such Offering Shares. Holders
of Offering Shares seeking to exercise their Redemption Rights may be required to either tender their certificates (if any) to the Corporation’s
transfer agent 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, prior to a date set forth in the tender offer documents or proxy materials, as the
case may be, sent in connection with the proposal to approve the Business Combination. Payment of the amounts necessary to satisfy the
Redemption Rights properly exercised shall be made as promptly as practical after the consummation of the initial Business Combination.
Section 5.4 Share Issuances.
Prior to or in connection with the consummation of the Corporation’s initial Business Combination, the Corporation shall not issue
any additional securities of the Corporation that would entitle the holders thereof to (i) receive funds from the Trust Account or
(ii) vote on the Corporation’s initial Business Combination or any other proposal presented to the stockholders prior to or
in connection with the completion of an initial Business Combination.
Section 5.5 Transactions with
Affiliates. In the event the Corporation seeks to complete its initial Business Combination with a business combination target
that is affiliated with the Sponsor, or the executive officers or directors of the Corporation, the Corporation, or a committee of independent
directors of the Corporation, shall obtain an opinion from an independent investment banking firm which is a member of the Financial Industry
Regulatory Authority or an independent accounting firm, that such initial Business Combination is fair to the Corporation from a financial
point of view.
Section 5.6 No
Transactions with Other Blank Check Companies. The Corporation shall not enter into an initial Business Combination with another
blank check company or a similar company with nominal operations.
Section 5.7 Additional
Redemption Rights. If, in accordance with Section 5.1(b), any amendment is made to Section 5.2(d) that
would affect the substance or timing of the Corporation’s obligation to allow redemption in connection with the Corporation’s
initial Business Combination or to redeem 100% of the Offering Shares if the Corporation does not complete an initial Business Combination
within a maximum of 21 months from the closing of the Offering or with respect to any other provision relating to stockholders’
rights or pre-initial Business Combination activity, the Public Stockholders shall be provided 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 earned on the funds held in the Trust Account and not previously released to
the Corporation to pay its taxes, divided by the number of the then outstanding Offering Shares; provided, however, that any such amendment
will be voided, and this Article FIFTH will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to
the Redemption Limitation, unless the shares of the Corporation’s Common Stock are listed on a national securities exchange, as
contemplated by Rule 3a51-1(a) under the Exchange Act, or any successor rule.
Section 5.8 Minimum
Value of Target. The Corporation’s 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 net assets held in the Trust Account (excluding taxes payable on the interest
earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.
Section 5.9 Duration
of Existence; Extension. In the event that the
Corporation does not consummate a Business Combination within nine (9) months after the consummation of the Offering, the Board of Directors
of the Corporation may extend the period of time to consummate a Business Combination up to twelve (12) times, each by an additional period
of one (1) month, for an aggregate of twelve (12) additional months (the latest such date being referred to as the “Termination
Date”) provided that (i) for each such extension the Sponsor (or its affiliates or designees) must deposit into the Trust Account
an amount of $206,667 (or $237,667 if the over-allotment option provided
for in the Offering is exercised by the underwriters in full)($0.0333 per Offering Share) per extension, and up to a maximum of $2,480,000(or
$2,852,000 if the over-allotment option provided for in the Offering is exercised by the underwriters in full)(a maximum of $0.40 per
Offering Share) if all twelve (12) extensions occur and (ii) the procedures relating to any such extension, as set forth in the Investment
Management Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company, shall have been complied with.
The total amount of such deposits will be added to the proceeds from the Offering to be held in the Trust Account and shall be used to
fund the redemption of the Offering Shares in accordance with this Section 5.9. In the event that the Corporation does not consummate
a Business Combination by the Termination Date, the Corporation shall comply with Section 5.2(d) of this Amended and Restated Certificate.
SIXTH: The following provisions are inserted for the management
of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders:
Section 6.1. Election of directors
need not be by ballot unless the bylaws of the Corporation so provide.
Section 6.2. The Board of Directors
shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the bylaws of the
Corporation as provided in the bylaws of the Corporation.
Section 6.3. The directors in
their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting
of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or
be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such
meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall
be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder
of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests,
or for any other reason.
Section 6.4. In addition to the
powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this Certificate of Incorporation, and to any bylaws from time to time made by the stockholders; provided, however,
that no bylaw so made shall invalidate any prior act of the directors which would have been valid if such bylaw had not been made.
SEVENTH:
Section 7.1. A director of the
Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174
of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is amended to authorize
corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any repeal or modification of this paragraph
A by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect
to events occurring prior to the time of such repeal or modification.
Section 7.2. The Corporation, to the
full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative,
or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid
by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized hereby.
Section 7.3. Notwithstanding
the foregoing provisions of this Article Seventh, no indemnification nor advancement of expenses will extend to any claims made by the
Company’s officers and directors to cover any loss that such individuals may sustain as a result of such individuals’ agreement
to pay debts and obligations to target businesses or vendors or other entities that are owed money by the Corporation for services rendered
or contracted for or products sold to the Corporation, as described in the Registration Statement.
EIGHT: Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any
court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor
or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8
of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class
of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number
representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence
of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class
of stockholders, of this Corporation, as the case may be, and also on this Corporation.
NINTH:
Section 9.1. Unless the Corporation
consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive
forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation,
(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to
the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers
or employees arising pursuant to any provision of the GCL or this Certificate of Incorporation or the Bylaws, or (iv) any action asserting
a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each
of (i) through (iv) above, (a) any claim as to which the Court of Chancery determines that there is an indispensable party not subject
to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of
Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the
Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction, and (b) any action or claim arising under
the Exchange Act or Securities Act of 1933, as amended.
Section 9.2 If any action the
subject matter of which is within the scope of Section 9.1 is filed in a court other than a court located within the State of Delaware
(a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the
personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any
such court to enforce Section 9.1 immediately above (an “FSC Enforcement Action”) and (ii) having service of process
made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as
agent for such stockholder.
Section 9.3. If any provision or provisions
of this Article NINTH shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any
reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other
circumstance and of the remaining provisions of this Article NINTH (including, without limitation, each portion of any sentence of this
Article NINTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal
or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected
or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation
shall be deemed to have notice of and consented to the provisions of this Article NINTH.
TENTH: Prior to the consummation
of the Corporation’s initial Business Combination, the doctrine of corporate opportunity, or any other analogous doctrine, shall
not apply with respect to the Corporation or any of its officers or directors in circumstances where the application of any such doctrine
to a corporate opportunity would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Amended
and Restated Certificate or in the future, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation
will offer any such corporate opportunity of which he or she may become aware to the Corporation. In addition to the foregoing, prior
to the consummation of the Corporation’s initial Business Combination, the doctrine of corporate opportunity shall not apply to
any other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity
is offered to such person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation
is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and the director or
officer is permitted to refer that opportunity to the Corporation without violating any legal obligation.
[Remainder of page
intentionally left blank]
IN WITNESS WHEREOF, the Corporation has caused this
Amended and Restated Certificate of Incorporation to be duly executed on behalf of the Corporation by an authorized officer as of the
date first set forth above.
Mana Capital Acquisition Corp.
By: /s/ Jonathan Intrater
Name: Jonathan Intrater
Title: Chief Executive Officer
[Signature Page to Amended and Restated Certificate
of Incorporation]
8
Exhibit 4.1
SPECIMEN UNIT CERTIFICATE
[__________] UNITS
U-[●]
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP
[_________]
MANA CAPITAL ACQUISITION CORP.
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK,
A WARRANT TO PURCHASE ONE HALF OF ONE SHARE OF COMMON
STOCK, AND
ONE RIGHT TO RECEIVE ONE-SEVENTH OF ONE SHARE OF
COMMON STOCK
THIS CERTIFIES THAT ______________ is the owner of _______________
Units of Mana Capital Acquisition Corp., a Delaware corporation (the “Corporation”).
Each Unit (“Unit”)
consists of one (1) share of common stock, $0.00001 par value per share (the “Common Stock”), of the Corporation,
one-half of one redeemable warrant (each whole warrant exercisable for one share of common stock) (the “Warrant”),
and one right to receive one-seventh of one share of Common Stock upon the consummation of the initial Business Combination (defined below)
of the Company (the “Right”). Each whole Warrant entitles the holder to
purchase one (1) share of Common Stock (subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable.
Each Warrant will become exercisable one the later of (i) thirty (30) days after the Company’s completion of an initial merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses
(each a “Business Combination”), or (ii) twelve (12) months from
the completion of the Corporation’s initial public offering, and will expire 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 “Expiration Date”). Every seven Rights entitles the holder
thereof to receive one share of Common Stock upon consummation of a Business Combination by the Company.
The shares of Common
Stock, Warrants, and Rights comprising
the Units represented by this certificate are not transferable separately prior to , 2021, unless Ladenburg
Thalmann & Co., acting as representative of the underwriters, elects to allow separate trading earlier, 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. No fractional Warrants or Rights will be issued upon
separation of the Units and only whole Warrants and Rights will
trade. The terms of the Warrants are governed by a Warrant Agreement, dated as of , 2021, 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. The Warrant included in this Unit will
not become exercisable and will expire worthless in the event the Corporation fails to consummate a Business Combination within nine (9)
months (which may be extended to 21 months as described in the IPO prospectus) of the date of the completion of the Corporation’s
initial public offering of the Units (the “IPO”). The terms of the Rights are governed by a rights agreement
(the “Rights Agreement”), dated as of [ ], 2021, between the Company and Continental
Stock Transfer & Trust Company, as the rights 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 Rights Agreement are on file at the office
of Continental Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, NY 10004, and are available to any Rights holder,
respectively, on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent
and Registrar of the Corporation.
Witness the facsimile signature of its duly authorized officers.
Transfer Agent:
MANA CAPITAL ACQUISITION CORP.
The Corporation will furnish without charge to each
stockholder 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 Corporation and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the Units represented hereby are issued and shall be held subject to the terms and conditions applicable
to the securities underlying and comprising the Units, including, as applicable, the Certificate of Incorporation and all amendments thereto,
the Warrant Agreement, the Rights Agreement, and the resolutions of the Board of Directors providing for the issue of securities (copies
of which may be obtained from the secretary of the Corporation), to all of which the holder(s) of this certificate by acceptance hereof
assent(s).
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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—
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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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Additional abbreviations may also be used though not
in the above list.
For value received, ________________ hereby
sells, assigns and transfers unto
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(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
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(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
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_________________ Units represented by the
within Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) _______________________________ attorney to transfer the
said Units on the books of the within named Corporation with full power of substitution in the premises.
Dated :
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Notice:
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The signature(s) to this assignment must correspond with the name(s) 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).
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Legend: As more fully described in the Corporation’s
final prospectus relating to the IPO dated [ ], 2021, the holder(s) of this certificate shall be entitled
to receive a pro-rata portion of funds from the trust account referred to therein solely with respect to the common stock underlying this
certificate only in the event that (a) the Corporation redeems the shares of Common Stock sold in its initial public offering because
it does not acquire, engage in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Corporation and one or more businesses (a “Business Combination”) within nine (9)
months (which may be extended to 21 months as described in the prospectus) from the date of the completion of the Corporation’s
initial public offering, or (b) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock sold in
the Corporation’s initial public offering (“Public Shares”) in connection with (i) a tender offer (or
proxy, solely in the event the Corporation is required to seek stockholder approval of the proposed Business Combination) setting forth
the details of a proposed Business Combination or (ii) the Corporation seeking stockholder approval of an amendment to its Certificate
of Incorporation to modify the timing or substance of its obligation to repurchase 100% of Public Shares if the Corporation does not complete
an initial Business Combination within the nine (9) month (which may be extended to 21 months as described in the prospectus) timeframe. 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
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NUMBER _____
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______________ SHARES
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SEE REVERSE FOR CERTAIN DEFINITIONS
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CUSIP __________
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MANA CAPITAL ACQUISITION CORP.
A DELAWARE CORPORATION
COMMON STOCK
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This Certifies that
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is the owner of
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FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.00001 PAR VALUE
PER SHARE EACH, OF
MANA CAPITAL ACQUISITION CORP.
(THE “CORPORATION”)
transferable on the books of the Corporation in person
or by duly authorized attorney upon surrender of this certificate properly endorsed.
The Corporation must redeem all of its shares of Common
stock and liquidate if it is unable to complete an initial business combination within nine (9) months (which may be extended to 21 months
as described in the prospectus) from the date of the completion of the Corporation’s initial public offering, as more fully
described in the Corporation’s final prospectus relating to the initial public offering of its common stock as a part of the units
being offered by it dated [ ], 2021.
This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Corporation.
Witness the facsimile signatures of its duly authorized
officers.
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Chief Executive Officer
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Delaware
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Secretary
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Transfer Agent: Continental Stock Transfer & Trust Company
MANA CAPITAL ACQUISITION CORP.
The Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each
class of shares or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights.
This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation
and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained
from the secretary of the Corporation), to all of which the holder(s) of this certificate by acceptance hereof assent(s).
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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—
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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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—
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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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—
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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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Additional abbreviations may also be used though not in the above list.
For value received, ________________________ hereby
sell(s), assign(s) and transfer(s) unto
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(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
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(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
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______________________ Shares of the capital stock represented by the within Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) __________________________ attorney to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises
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Dated:
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) 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 By:
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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).
Legend: As more fully described in the Corporation’s
final prospectus dated [ ], 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata
portion of funds from the trust account referred to therein only in the event that (a) the Corporation redeems the shares of Common Stock
sold in its initial public offering because it does not acquire, engage in a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business
Combination”) within nine (9) months (which may be extended to 21 months as described in the prospectus) from the date of
the completion of the Corporation’s initial public offering, or (b) the holder(s) seek(s) to redeem for cash his, her or its respective
shares of Common Stock sold in the Corporation’s initial public offering (“Public Shares”) in connection
with (i) a tender offer (or proxy, solely in the event the Corporation is required to seek stockholder approval of the proposed Business
Combination) setting forth the details of a proposed Business Combination or (ii) the Corporation seeking stockholder approval of an amendment
to its Certificate of Incorporation to modify the timing or substance of its obligation to repurchase 100% of Public Shares if the Corporation
does not complete an initial Business Combination within the nine (9) month (which may be extended to 21 months as described in the prospectus)
timeframe. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.4
MANA CAPITAL ACQUISITION CORP.
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (this “Agreement”),
dated as of ____________, 2021, is by and between Mana Capital Acquisition Corp., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation with offices at 1 State Street, New York, New York 10004, as
warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
WHEREAS, the Company intends to effect an initial
public offering (the “Offering”) of 7,130,000 units (“Units”) (inclusive of the over-allotment
option granted to the underwriters for up to 930,000 Units),of the Company’s equity securities, each such unit comprised of (i)
one share of common stock of the Company, of par value $0.00001 per share (“Common Stock”), (ii) one-half of one redeemable
Public Warrant (as defined below), and (iii) one right to receive one-seventh of a share of Common Stock upon the consummation of the
initial Business Combination (defined below) of the Company; and
WHEREAS, as part of the Offering, the Company will
issue and deliver up to 3,565,000 warrants (inclusive of 465,000 warrants if the over-allotment option granted to the underwriters
is exercised in full), to public investors in the Offering (the “Public Warrants”); and
WHEREAS, each whole Public Warrant entitles the holder
thereof to purchase one share of Common Stock for $11.50 per whole share, subject to adjustment as described herein; and
WHEREAS, on ______________, 2021, the Company entered
into that certain Private Placement Warrant Purchase Agreement (the “Warrant Purchase Agreement”) with Mana Capital
LLC, the sponsor of the Company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase up to an aggregate
of 2,500,000 Warrants at a price of $1.00 per Warrant (the “Private Warrants”) simultaneously with the closing of the
Offering, each Private Warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per whole share; and
WHEREAS, in order to finance the Company’s transaction
costs in connection with this Offering and an intended initial Business Combination (as defined below), the Sponsor has agreed to loan
the Company up to $200,000 and the Sponsor or an affiliate of the Sponsor or certain of the Company’s executive officers and directors
may, but are not obligated to, loan to the Company additional funds as the Company may require, of which up to $2,400,000 of such additional
loans, together with the initial loan of up to $200,000, may be convertible into up to an additional 2,600,000 warrants (the “Working
Capital Warrants”), each whole Working Capital Warrant entitling the holder thereof to purchase one share of Common Stock for
$11.50 per whole share, at a price of $1.00 per Working Capital Warrant; and
WHEREAS,
following consummation of the Offering, the Company may issue up to an additional 2,480,000 warrants (or
up to 2,852,000 warrants if the underwriters’ over-allotment option is exercised) to
purchase shares of Common Stock (“Extension Warrants”; together with the Public Warrants, the Private Placement Warrants,
and the Working Capital Warrants, collectively the “Warrants”) at a price of $1.00 per Extension Warrant, in consideration
of the binding commitment(s) of the Sponsor or its designees and affiliates in the event that the Company extends the time period within
which it must consummate a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities (“Business Combination”); 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 for offer and sale, under the Securities
Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants, and the Common Stock included in
the Units and which Registration Statement has been declared effective by the Commission on ________, 2021; 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,
terms and provisions of the Warrants, including 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
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 Warrant
Agreement.
2. Warrants.
2.1 Form of Warrant.
Each Warrant shall be: (a) issued in registered form only, (b) in substantially the form of Exhibit A hereto, the provisions
of which are incorporated herein and (c) signed by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive
Officer or the Chief Financial 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.
2.2 Uncertificated Warrants.
Notwithstanding anything herein to the contrary, any Warrant, or portion
thereof, may be issued as part of, and be represented by, a Unit, Private Warrant, Working Capital Warrant, or Extension Warrant, and
any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust
Company (the “Depository”) or other book-entry depositary system, in each case as determined by the Board of Directors
of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated
Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.
2.3 Effect of Countersignature.
Except with respect to uncertificated Warrants as described in Section 2.2 above, unless and until countersigned by the Warrant Agent
pursuant to this Warrant Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.4 Registration.
2.4.1 Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of the original issuance and
transfers 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.
2.4.2 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 shall be registered upon the Warrant Register (“Registered Holder”) as the absolute owner
of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant 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.
2.5 Detachability of
Public Warrants. Each of the securities comprising the Public Units will begin to trade separately on (i) the ninetieth (90th) day
after the date of the prospectus, or (ii) such earlier date as Ladenburg Thalmann & Co. Inc., as representative of the underwriters
(the “Representative”), shall determine is acceptable (such date, the “Detachment Date”). In no
event will separate trading of the securities comprising the Public Units commence until the Company (i) files a Current Report on Form
8-K with the SEC including audited balance sheet reflecting our receipt of the gross proceeds of this Public Offering, including the
proceeds received by the Company from the exercise of the underwriters’ over-allotment option in the Offering, if the over-allotment
option is exercised prior to the filing of the Form 8-K and (ii) issues a press release announcing when such separate trading will begin.
2.6 Private
Warrants. Working Capital Warrants, and Extension Warrants. The Private Warrants, Working Capital Warrants, and Extension
Warrants will be issued in the same form as the Public Warrants. The Private Warrants may not be 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
effective economic disposition of, the Private Warrants (or any securities underlying the Private Warrants) until 30 days following
the completion of the Company’s initial Business Combination (except with respect to permitted transferees as described in the
Warrant Purchase Agreement). The provisions of this Section 2.6 may not be modified, amended or deleted without the prior written
consent of the Representative. The issuance of any Working Capital Warrants or Extension Warrants shall require the approval of the
majority of the independent directors of the board of the Company.
2.7 No Changes to Terms of Private Warrants,
Working Capital Warrants, and Extension Warrants. For the avoidance of doubt, in the event of any transfer, assignment or sale of
the Private Warrants, Working Capital Warrants, or Extension Warrants, the terms of the Private Warrants, Working Capital Warrants, or
Extension Warrants, as the case may be, shall remain the same irrespective of the holder thereof.
3. Terms
and Exercise of Warrants.
3.1 Warrant Price.
Each Warrant shall, when countersigned by the Warrant Agent (except with respect to Uncertificated Warrants), entitle the Registered Holder
thereof, subject to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of
Common Stock stated therein, at $11.50 per full share, subject to the adjustments provided in Section 4 hereof. The term “Warrant
Price” as used in this Warrant Agreement refers to the price per whole share at which a share of Common Stock may be purchased
at the time such Warrants are exercised. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares of Common Stock upon the exercise of Warrants. If 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 up or down to the nearest whole
number the number of shares of Common Stock to be issued to such holder.
3.2 Duration of Warrants. A
Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (i) 30 days
after the completion of the Company’s initial Business Combination and (ii) 12 months following the date of the Registration Statement
is declared effective by the SEC, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i) five years after
the completion of the initial Business Combination, and (ii) the date fixed for redemption of the Warrants as provided in Section 6
of this Warrant Agreement (“Expiration Date”). Except with respect to the right to receive the Redemption Price (as
set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.
The Company may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide
written notice of not less than 10 days to Registered Holders of such extension and that such extension shall be identical in duration
among all of the then outstanding Warrants.
3.3 Exercise
of Warrants.
3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, 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, and by
paying in full the Warrant Price for each full share of Common Stock 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 shares of Common Stock and the issuance of such
shares of Common Stock, as follows:
(a) in
lawful money of the United States, by good certified check or wire payable to the Warrant Agent; or
(b) in
the event of redemption pursuant to Section 6 hereof in which a record holder of Warrants elects to exercise his, her or its Warrants
on a “cashless” basis, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between
the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this
Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock 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 holders of the
Warrants pursuant to Section 6 hereof; or
(c) in
the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) Business
Days after the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the
quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the
difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided,
however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely
for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last sale price of the
Common Stock for the five (5) trading days ending on the trading day prior to the date of exercise; or
3.3.2. Issuance
of Shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry
position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for
the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company
be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to
issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the
event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant for cash 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 shares of Common Stock underlying
such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would
be unlawful.
3.3.3. Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.
3.3.4. Date
of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such 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, except that,
if the date of such surrender and payment is a date when the share transfer books 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 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% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include
the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude shares of Common Stock 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 stock 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 outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock 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 SEC as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares
of Common Stock 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 shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock 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 outstanding shares of Common Stock
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 Stock Dividends, Splits.
If, after the date hereof, and subject to the provisions of Section 4.5 below, the number of outstanding shares of Common Stock is
increased by a stock dividend payable in Common Stock, or by a forward or reverse split of Common Stock, or other similar event, then,
on the effective date of such stock dividend, split or similar event, the number of shares of Common Stock issuable on exercise of each
Warrant shall be increased or decreased in proportion to such increase or decrease in outstanding shares of Common Stock.
4.2 Aggregation of Shares.
If, after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding shares of Common Stock is decreased
by a consolidation, combination or reclassification of the shares of Common Stock or other similar event, then, on the effective date
of such consolidation, combination, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each
Warrant shall be decreased in proportion to such decrease in the outstanding shares of Common Stock.
4.3 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 shares of its Common Stock on account
of such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than
(a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the
holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of
shares of Common Stock by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management
Trust Agreement between the Company and the Warrant Agent dated of even date herewith, or (e) in connection with the Company’s liquidation
and the distribution of its assets upon its failure to consummate a Business Combination (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 the fair market value (as determined by the Company’s board
of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.
For purposes of this subsection 4.3, “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 Common Stock 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 shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of
the offering price of the Units in the Offering).
4.4 Adjustments in Exercise
Price.
4.4.1 Whenever the number of
shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 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,
(a) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock so purchasable immediately
thereafter.
4.4.2 If (i) the Company issues
additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock 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 share, with such issue price or effective issue price to be determined in good faith by the Board, (ii) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding
the initial Business Combination, and (iii) the volume weighted average trading price of a share of the Company’s Common Stock
during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination
(the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal
to 115% of the Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants
pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the Market Value.
4.5 Replacement of
Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other
than a change under Sections 4.1 or 4.2 hereof or one that solely affects the par value of such Common Stock), 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
outstanding shares of Common Stock), or, in the case of any sale or conveyance to another 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 Registered Holders 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 shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of 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 Registered Holder would have
received if such Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification
also results in a change in the shares of Common Stock covered by Sections 4.1 or 4.2, then such adjustment shall be made pursuant to
Sections 4.1, 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. Notwithstanding anything to the contrary herein, in the event of
any tender offer for shares of common stock, the offeror shall not make any tender offer for Warrants if the effect of such offer would
be to require the Warrants to be accounted for as liabilities under applicable accounting principles.
4.6 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
through 4.5 the Company shall give written notice to each Registered Holder, at the last address set forth for such Registered 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.
4.7 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 Warrant
Agreement. However, 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 Notice of Certain
Transactions. In the event that the Company shall (a) offer to holders of all its Common Stock rights to subscribe for or to
purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options,
(b) issue any rights, options or warrants entitling all the holders of its Common Stock to subscribe for shares of Common Stock,
or (c) make a tender offer, redemption offer or exchange offer with respect to its Common Stock, the Company shall send to the Registered
Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the
Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance
or event is to take place and the date of participation therein by the holders of its Common Stock, if any such date is to be fixed, and
shall briefly indicate the effect of such action on its shares of Common Stock and on the number and kind of any other shares of stock
and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant
and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required as a result of such
action. Such notice shall be given as promptly as practicable after the Company has taken any such action.
4.9 Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of 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 such firm determines that an adjustment is necessary, the terms of such adjustment. 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 Transfer of Public
Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such
Public 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 Public Warrants included in such Unit.
From and after the Detachment Date, this Section 5.1 will have no further force and effect.
5.2 Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into the Warrant Register, upon surrender
of such Warrant for transfer, 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 certified warrants. The Warrants so cancelled shall be delivered by the Warrant Agent to
the Company from time to time upon the Company’s request.
5.3 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 a Warrant surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not cancel such Warrant and shall issue new Warrants in exchange therefor 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.
5.4 Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant
certificate for a fraction of a warrant.
5.5 Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.
5.6 Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Warrant
Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by
the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.
5.7 Private Warrants,
Working Capital Warrants, and Extension Warrants. The Warrant Agent shall not register any transfer of Private Warrants, Working
Capital Warrants, or Extension Warrants until after the consummation by the Company of an initial Business Combination, except for transfers
(i) among the initial stockholders or to the Company’s officers or directors, any affiliate or family member of any of the
Company’s officers or directors, any of the Sponsor’s members, officers, directors, consultants or affiliates of the Sponsor
or any of their affiliates or any other pecuniary interest holders in the Sponsor at the time of the Offering or family members of the
foregoing, (ii) to an initial holder’s stockholders or members upon the holder’s liquidation, in each case if the holder
is an entity, (iii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust,
the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable
organization, (iv) in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual,
(v) in the case of an individual, pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation
in connection with the consummation of a Business Combination, (vii) by private sales or transfers made in connection with the consummation
of an initial Business Combination at prices no greater than the price at which the securities were originally purchased, (viii) in
the event of the Company’s liquidation prior to its consummation of an initial Business Combination, (ix) by virtue of the laws
of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, or (x) in the
event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock
exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common
Stock for cash, securities or other property, in each case (except for clauses (vi), (viii), (ix) or (x) or with the Company’s
prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written
documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian
for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement
the transferor is bound by.
5.8. Transfers prior to
Detachment. 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 5.7 shall have no effect on any transfer of Warrants on or after the Detachment Date.
6. Redemption.
6.1 Redemption. Not
less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the
office of the Warrant Agent, upon the notice referred to in Section 6.2, at the Redemption Price (as defined below), provided that
the last sales price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof)
(the “Redemption Trigger Price”), on each of twenty (20) trading days within any thirty (30) trading day
period commencing after the Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption
is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of
the Warrants, and a current prospectus relating thereto, is available throughout the 30-day period immediately preceding the
date when the redemption is given; provided, however, that if and when the Warrants become redeemable by the Company, the Company may
not exercise such redemption right if the issuance of shares of Common Stock upon exercise of the Warrants is not exempt from registration
or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. As used herein,
the “Redemption Price” shall mean either (i) if the holder of a Warrant has followed the procedures specified in the Company’s
notice of redemption and surrendered the Warrant, the number of shares of Common Stock as determined in accordance with Section 3.3.1(b)
of this Agreement or (ii) if the holder of a Warrant has not followed the procedures specified in the Company’s notice of redemption,
the price of $0.01 per Warrant.
6.2. Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to redemption,
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 to the registered holders
of the 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 Section 3
of this Agreement, at the option of a holder, 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 the Company determines to exercise its right of redemption under
Section 6 hereof, the notice of redemption shall contain the information necessary to calculate the number of shares of Common Stock to
be received according to Section 3.3.1(b). If a record holder of Warrants has not followed the procedures specified in the Company’s
notice of redemption and has not surrendered his, her or its Warrant before the Redemption Date, then on and after the Redemption Date
such a holder shall have no further rights except to receive, upon surrender of the Warrants, the cash Redemption Price specified in clause
(ii) of the definition of the term “Redemption Price”.
7. Other
Provisions Relating to Rights of Registered 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 meetings of shareholders or the election 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 terms 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 Common
Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that
will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.
7.4 Registration of Common
Stock. The Company agrees that as soon as practicable, but in no event later than thirty (30) business days after the closing of
the initial Business Combination, it shall use its best efforts to file with the SEC a registration statement for the registration under
the Act of the shares of Common Stock issuable upon exercise of the Warrants, and 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. In addition, the Company agrees to use its best efforts to register the shares of Common
Stock issuable upon exercise of the Warrants under state blue sky laws, to the extent an exemption is not available. If any such registration
statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants
shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such
registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained
an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants
on a “cashless basis” as determined in accordance with Section 3.3.2. The Company shall 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 Section 7.4 is not required to be registered under the Act and (ii) the shares
of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate
(as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend.
For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this
Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative.
8. Concerning
the Warrant Agent and Other Matters.
8.1 Payment of Taxes.
The Company will, 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 the shares of Common Stock upon the exercise of 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 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the Registered Holder of the Warrant (who shall, with such notice,
submit his, her or its Warrant for inspection by the Company), then the Registered 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. 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 be authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by federal or state authorities. 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 Common Stock 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
Warrant Agreement without any further act on the part of the Company or the Warrant Agent.
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 Warrant Agent hereunder and will 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 Warrant Agreement.
8.4 Liability of Warrant
Agent.
8.4.1 Reliance on Company
Statement. Whenever, in the performance of its duties under this Warrant 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 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 Warrant 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 hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything
done or omitted by the Warrant Agent in the execution of this Warrant 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 Warrant Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Warrant Agreement or in any Warrant; nor shall it 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 shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as
to whether any shares of Common Stock will 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 Warrant 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 moneys received by the Warrant Agent for the purchase of shares of the Company’s shares of Common
Stock through the exercise of Warrants.
8.6 Waiver. The Warrant
Agent hereby waives any 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 the Warrant Agent 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.
9. Miscellaneous
Provisions.
9.1 Successors. All
the covenants and provisions of this Warrant 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 Warrant Agreement to be given or made by the Warrant Agent or by the Registered Holder of any Warrant
to or on the Company shall be delivered by hand or sent by registered or certified mail, overnight courier service or electronic mail,
addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:
Mana Capital Acquisition Corp.
Jonathan Intrater
Attention: Chief Executive Officer
8 The Green
Suite #12490
Dover, Delaware 19901
with a copy to:
Becker & Poliakoff, LLP
45 Broadway, 17th Floor
New York, New York 10006
Attention: Jie C. Xiu, Esq.
Any notice, statement or demand authorized by this
Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent shall be delivered
by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by
the Warrant Agent with the Company), as follows:
Continental Stock Transfer
& Trust Company
1 State Street
New York, New York 10004
Attention: Compliance
Department
Any notice, sent pursuant to this Warrant Agreement
shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on
the next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration
or certification thereof.
9.3 Applicable Law and
Exclusive Forum. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or
claim against it arising out of or relating in any way to this Warrant 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 forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will
not apply to claims brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States are the sole and exclusive forum.
Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any
action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within
the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state
and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having
service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in
the foreign action as agent for such warrant holder.
9.4 Persons Having Rights
under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or 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 and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative and the underwriters,
any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. Ladenburg Thalmann & Co. Inc., shall be deemed to be a third party beneficiary of this Agreement with respect to Sections
7.4, 9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be
for the sole and exclusive benefit of the parties hereto (and Ladenburg Thalmann & Co. Inc. with respect to Section 7.4, 9.4 and 9.8
hereof) and their successors and assigns and of the Registered Holders of the Warrants.
9.5 Examination of the
Warrant Agreement. A copy of this Warrant 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 Registered Holder to submit his, her or its Warrant for inspection.
9.6 Counterparts; Facsimile
Signatures. This Warrant Agreement may be executed in any number of counterparts, and each of such counterparts shall, for all purposes,
be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Facsimile signatures shall
constitute original signatures for all purposes of this Warrant Agreement.
9.7 Effect of Headings.
The section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation
thereof
9.8 Amendments. This
Warrant Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant agreement (a “Supplemental
Agreement”), without the consent of any of the Warrant Holders, for the purpose of (i) curing any ambiguity, or curing,
correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions
arising under this Warrant Agreement that is not inconsistent with the provisions of this Warrant Agreement or the Warrant certificates,
(ii) evidencing the succession of another corporation to the Company and the assumption by any such successor of the covenants of
the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing and providing for the acceptance of appointment
by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants of the Company for the benefit of the Registered
Holders or surrendering any right or power conferred upon the Company under this Warrant Agreement, or (viii) amending this Warrant
Agreement and the Warrants in any manner that the Company may deem to be necessary or desirable and that will not adversely affect the
interests of the Registered Holders in any material respect. All other modifications or amendments to this Warrant Agreement, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the Registered
Holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may extend the duration of the Exercise
Period in accordance with Section 3.2 without such consent.
9.9 Severability.
This Warrant 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 Warrant 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 Warrant Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
9.10 Trust Account Waiver.
The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established by the Company
in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”), including
by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that the Warrant Agent
has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company and not against
the property held in the Trust Account.
[SIGNATURE PAGE FOLLOWS]
IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.
MANA CAPITAL ACQUISITION CORP.
By: ______________________________________________
Name: Jie C. Xiu
Title: Corporate Secretary
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
as Warrant Agent
By: ______________________________________________
Name:
Title: Compliance Officer
Signature Page To The 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
MANA CAPITAL ACQUISITION CORP.
A Delaware corporation
CUSIP
Warrant Certificate
This Warrant Certificate certifies
that ,
or registered assigns, is the registered holder of warrant(s)
(the “Warrants” and each, a “Warrant”) to purchase shares of common stock, $0.00001
par value (the “Common Stock”), of Mana Capital Acquisition Corp. (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 shares of Common Stock (each, a “Warrant”) 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 (as defined on the reverse hereof).
Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock. 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 share of Common Stock, the
Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder.
The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.
The initial Exercise Price per
share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of
certain events 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, without regard to conflicts of laws principles
thereof.
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MANA CAPITAL ACQUISITION CORP.
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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 shares of Common Stock
and are issued or to be issued pursuant to a Warrant Agreement dated as of __________________, 2021 (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) 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.
Subject to the provisions of the
Warrant Agreement with respect to fractional Warrants, 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” if permitted by 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 shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” if permitted
by the Warrant Agreement. Additionally, if the Company fails to enter into a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses by [ ],
20[ ] (unless extended), the Warrants evidenced by
this Warrant Certificate shall expire worthless.
The Warrant Agreement provides
that, upon the occurrence of certain events, the number of the Warrants set forth on the face hereof may, subject to certain conditions,
be adjusted. If, upon exercise of a Warrant, the holder hereof would be entitled to receive a fractional interest in a share of Common
Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock 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) thereof 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 stockholder of the Company.
Election to Purchase
Mana Capital Acquisition Corp.
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive shares
of Common Stock and herewith tenders payment for such shares to the order of Mana Capital Acquisition Corp. (the “Company”)
in the amount of $
in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name
of , whose address
is and
that such shares be delivered to whose
address is
. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such 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 shares that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.2 and Section 6.3 of the Warrant Agreement.
In the event that the Warrant
is a Private Warrant, Working Capital Warrant, or Extension Warrant that is to be exercised on a “cashless
basis” pursuant to subsection 3.3.2 of the Warrant Agreement, the number of shares that this Warrant is exercisable for
shall be determined in accordance with subsection 3.3.2 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 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 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 sentence: 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 shares
of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to
the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered
in the name of, whose address is, and that such Warrant Certificate be delivered to, whose address is ________.
Date: ,
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(Signature)
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(Address)
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(Tax Identification Number)
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Signature Guaranteed:
THE SIGNATURE(S) SHOULD 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).
LEGEND
[THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE
OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.][1]
[THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BETWEEN MANA CAPITAL ACQUISITION CORP., MANA CAPITAL LLC, AND THE DIRECTORS,
OFFICERS AND THEIR AFFILIATES AND DESIGNEES AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF PURSUANT TO THE
TERMS SET FORTH THEREIN.][2]
[1] [To be inserted for Private Warrant, Working Capital Warrant
or Extension Warrant]
[2] [To be inserted for Private Warrant, Working Capital Warrant
or Extension Warrant]
Exhibit 4.6
RIGHTS AGREEMENT
This Rights Agreement
(this “Agreement”) is made as of ______, 2021 between Mana Capital Acquisition Corp., a Delaware corporation (the
“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New
York, New York 10004 (the “Right Agent”).
WHEREAS, the Company
has received a firm commitment from Ladenburg Thalmann & Co., Inc. (the “Representative”), as representative of the underwriters,
to purchase up to a maximum of 7,130,000 units (including the over-allotment option granted to the underwriters for up to 930,000 units),
each unit (“Unit”) comprised of one share of common stock of the Company, par value $.00001 (the “Common Stock”),
one warrant to purchase one-half of one share of Common Stock, and one right to receive one-seventh of one share of Common Stock (a “Public
Right” or a “Right”) upon the happening of the triggering event described herein, and in connection therewith, will
issue and deliver up to an aggregate of 7,130,000 Public Rights (including 930,000 Public Rights if the over-allotment option granted
to the underwriters is exercised in full) (for the right to receive an aggregate maximum of 1,018,571 shares of Common Stock if the over-allotment
option granted to the underwriters is exercised in full) upon consummation of such public offering (“Public Offering”);
WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-[●]
(“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among
other securities, the Public Rights and the Common Stock issuable to the holders of the Public Rights;
WHEREAS, the Company
desires the Right Agent to act on behalf of the Company, and the Right Agent is willing to so act, in connection with the issuance, registration,
transfer and exchange of the Rights;
WHEREAS, the Company
desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation
of rights, and immunities of the Company, the Right Agent, and the holders of the Rights; and
WHEREAS, all acts and
things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by
or on behalf of the Right 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:
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1.
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Appointment of Right Agent. The Company hereby appoints the Right Agent to act as agent for the Company for the Rights, and the Right Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
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2.1.
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Form of Right. Each Right shall be issued in registered or book entry form, as requested by the Company or the holder of a Right. Any Rights issued in registered form shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal, if any. In the event the person whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right 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.
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2.2.
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Effect of Countersignature. Unless and until countersigned by the Right Agent pursuant to this Agreement, a registered Right shall be invalid and of no effect and may not be exchanged for Common Stock.
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2.3.1.
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Right Register. The Right Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Right Agent shall issue and register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Right Agent by the Company.
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2.3.2.
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Registered Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Right Agent may deem and treat the person in whose name such Right shall be registered upon the Right Register (“registered holder”) as the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate made by anyone other than the Company or the Right Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the contrary.
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2.4.
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Detachability of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the ninetieth (90th) day after the date hereof unless the Representative informs the Company and the Right Agent of its decision to allow earlier separate trading, but in no event will separate trading of the securities comprising the Units begin until (i) the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering, including the proceeds received by the Company from the exercise of the
underwriters’ over-allotment option in the Offering, if the over-allotment option is exercised prior to the filing of the Form 8-K and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing when such separate trading shall begin.
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3.
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Terms and Exchange of Rights.
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3.1.
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Rights. Each Right shall entitle the holder thereof to receive one-seventh of one share of Common Stock upon the happening of the Exchange Event (described below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its shares of Common Stock upon the Exchange Event as the purchase price for such shares of Common Stock has been included in the purchase price for the Units. In no event will the Company be required to net cash settle the Rights or issue fractional shares of Common Stock. The provisions of this Section 3.1 may not be modified, amended or deleted without the prior written consent of the Representative.
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3.2.
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Exchange Event. The Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation).
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3.3.1.
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Issuance of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Right Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Right Agent shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. At the time of the Exchange Event, the Company will instruct the Right Agent to round down to the nearest whole share of Common Stock or otherwise inform it how fractional shares will be addressed in accordance with Delaware law.
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3.3.2.
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Valid Issuance. All shares of Common Stock issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable.
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3.3.3.
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Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate.
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3.3.4.
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Company Not Surviving Following Exchange Event. If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of the Common Stock will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.
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3.4.
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Duration of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time, the Rights shall expire and shall be worthless.
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4.
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Transfer and Exchange of Rights.
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4.1.
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Registration of Transfer. The Right Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall be cancelled by the Right Agent.
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4.2.
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Procedure for Surrender of Rights. Rights may be surrendered to the Right Agent, together with a written request for exchange or transfer, and thereupon the Right Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive legend, the Right Agent shall not cancel such Right and issue new Rights in exchange therefor until the Right Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must also bear a restrictive legend.
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4.3.
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Fractional Rights. The Right Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate for a fraction of a Right.
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4.4.
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Service Charges. There shall be a reasonable service charge paid to the Right Agent for any exchange or registration of transfer of Rights.
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4.5.
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Right Execution and Countersignature. The Right Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Right Agent, will supply the Right Agent with Rights duly executed on behalf of the Company for such purpose.
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5.
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Other Provisions Relating to Rights of Holders of Rights.
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5.1.
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No Rights as Shareholder. Until exchange
of a Right for shares of Common Stock as provided for herein, a Right 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 meetings of shareholders or the election of directors
of the Company or any other matter.
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5.2.
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Lost, Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Right 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 Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.
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5.3.
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Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.
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6.
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Concerning the Right Agent and Other Matters.
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6.1.
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Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Right Agent in respect of the issuance or delivery of shares of Common Stock upon the exchange of Rights, but the Company shall not be obligated to pay any transfer taxes in respect of the Rights or such shares.
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6.2.
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Resignation, Consolidation, or Merger of Right Agent.
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6.2.1.
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Appointment of Successor Right Agent. The Right 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 Right Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Right Agent in place of the Right Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Right Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Right Agent at the Company’s cost. Any successor Right 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 Right Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Right Agent with like effect as if originally named as Right Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Right Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Right Agent all the authority, powers, and rights of such predecessor Right Agent hereunder; and upon request of any successor Right 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 Right Agent all such authority, powers, rights, immunities, duties, and obligations.
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6.2.2.
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Notice of Successor Right Agent. In the event a successor Right Agent shall be appointed, the Company shall give notice thereof to the predecessor Right Agent and the transfer agent for the shares of Common Stock not later than the effective date of any such appointment.
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6.2.3.
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Merger or Consolidation of Right Agent. Any corporation into which the Right Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Right Agent shall be a party shall be the successor Right Agent under this Agreement without any further act.
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6.3.
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Fees and Expenses of Right Agent.
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6.3.1.
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Remuneration. The Company agrees to pay the Right Agent reasonable remuneration for its services as such Right Agent hereunder and will reimburse the Right Agent upon demand for all expenditures that the Right Agent may reasonably incur in the execution of its duties hereunder.
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6.3.2.
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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 Right Agent for the carrying out or performing of the provisions of this Agreement.
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6.4.
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Liability of Right Agent.
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6.4.1.
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Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Right 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 or Chief Financial Officer and delivered to the Right Agent. The Right Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
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6.4.2.
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Indemnity. The Right Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Right Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Right Agent in the execution of this Agreement except as a result of the Right Agent’s gross negligence, willful misconduct, or bad faith.
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6.4.3.
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Exclusions. The Right Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Right or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
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6.5.
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Acceptance of Agency. The Right Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.
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6.6.
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Waiver. The Right Agent hereby waives any 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 the Right Agent 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.
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7.
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Miscellaneous Provisions.
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7.1.
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Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Right Agent shall bind and inure to the benefit of their respective successors and assigns.
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7.2.
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Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Right Agent or by the holder of any Right 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 days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Right Agent), as follows:
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Mana Capital Acquisition Corp.
Attn: Jonathan Intrater
8 The Green
Suite #12490
Dover, DE 19901
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Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the Right 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 days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Right Agent with the Company), as follows:
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Continental Stock Transfer & Trust Company
1 State Street
New York, NY 10004
Attn: Administrative Department
and
Becker & Poliakoff LLP
45 Broadway
New York, New York 10006
Attn: Jie Chengying Xiu, Esq.
and
Ladenburg Thalmann &
Co. Inc.
640 Fifth Avenue, 4th Floor
New York, NY 10019
Tel.: (212) 409 2119
Attn.:
and
Blank Rome LLP
1271 Avenue of the Americas
New York, NY 10020
Attn: Brad L. Shiffman, Esq.
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7.3.
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Applicable Law. The validity, interpretation, and performance of this Agreement and of the Rights 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. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.
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7.4.
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Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Rights and, for the purposes of Sections 3.1, 7.4 and 7.8 hereof, the Representative, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 7.4 and 7.8 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 the Representative with respect to Sections 3.1, 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders of the Rights.
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7.5.
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Examination of this Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Right Agent in the County of New York, State of New York, for inspection by the registered holder of any Right. The Right Agent may require any such holder to submit his, her or its Right for inspection by it.
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7.6.
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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.
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7.7.
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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.
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7.8.
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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 of 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 shall require the written consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified, amended or deleted without the prior written consent of the Representative.
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7.9.
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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.
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[Signature Page Follows]
IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year first above written.
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MANA CAPITAL ACQUISITION CORP.
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By:
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Name:
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Jonathan Intrater
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Title:
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Chief Executive Officer
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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By:
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Name:
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Title:
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[Signature page to Rights Agreement between Mana Capital
Acquisition Corp. and
Continental Stock Transfer & Trust Company]
EXHIBIT A
Form of Right
MANA CAPITAL ACQUISITION CORP.
INCORPORATED UNDER THE LAWS OF THE DELAWARE
RIGHT
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP
THIS CERTIFIES THAT, for value received
is the registered holder of a right or rights (each,
a “Right”) to automatically receive one-tenth of one share of common stock, $0.00001 par value (“Common Stock”),
of Mana Capital Acquisition Corp. (the “Company”) for each Right evidenced by this Rights Certificate on the Company’s
completion of an initial business combination (as defined in the prospectus relating to the Company’s initial public offering (“Prospectus”))
upon surrender of this Right Certificate pursuant to the Rights Agreement between the Company and Continental Stock Transfer & Trust
Company, as Rights Agent. In no event will the Company be required to net cash settle any Right.
Upon liquidation of the Company in the event an initial
business combination is not consummated during the required period as identified in the Company’s Amended and Restated Articles
of Incorporation, the Right shall expire and be worthless. The holder of a Right shall have no right or interest of any kind in the Company’s
trust account (as defined in the Prospectus).
Upon due presentment for registration of transfer
of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate or Right Certificates of like tenor and
evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without
charge except for any applicable tax or other governmental charge. The Company shall not issue fractional shares upon exchange of Rights.
The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).
The Company and the Rights Agent may deem and treat
the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and
neither the Company nor the Right Agent shall be affected by any notice to the contrary.
This Right does not entitle the registered holder
to any of the rights of a shareholder of the Company.
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Dated:
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CHIEF EXECUTIVE OFFICER
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CHIEF FINANCIAL OFFICER
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Continental Stock Transfer & Trust Company, as Rights Agent
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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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—
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as tenants in common
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UNIF GIFT MIN ACT
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—
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Custodian
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(Cust)
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(Minor)
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TEN ENT
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—
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as tenants by the entireties
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JT TEN
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—
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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 Act
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(State)
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Additional Abbreviations may also be used though not
in the above list.
Mana 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 or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Articles
of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Common Stock
(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
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)
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rights represented by the within Certificate, and
do hereby irrevocably constitute and appoint
____________________________________________________________________________ Attorney
to transfer said rights on the books of the within named Company will full power of substitution in the premises.
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Dated
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Notice:
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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) SHOULD 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).
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The holder of this certificate shall have no right
or interest of any kind in or to the funds held in the Company’s trust account (as defined in the Prospectus).
Exhibit 5.1
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Becker & Poliakoff, LLP
45 Broadway, 17th Floor
New York, New York 10006
Phone: (212) 599-3322 Fax: (212) 557-0295
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November 10, 2021
Mana Capital Acquisition Corp.
8 The Green
Suite #12490
Dover, DE 19901
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Re:
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Form S-1 Registration Statement (SEC File 333-260360)
Public Offering of Units
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Ladies and Gentlemen:
We
have acted as counsel to Mana Capital Acquisition Corp., a Delaware (the “Company”), in connection with the Registration
Statement on Form S-1 (the “Registration Statement”) (SEC File No.: 333-260360) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Act”), covering an underwritten public offering of: (i)
7,130,000 units, including up to 930,000 units which may be purchased from the Company upon the exercise of the over-allotment
option to purchase additional units set forth in the Underwriting Agreement, as defined below (the “Units”), with each
Unit consisting of: (a) one share of the Company’s Common Stock, par value $0.00001 (the “Common Stock”); (b)
one-half of one redeemable warrant (collectively the “Warrants”), each whole Warrant entitling its holder to purchase
one share of Common Stock; and (c) one right to receive one-seventh of one share of Common Stock (collectively, the
“Rights”); (ii) all shares of Common Stock, Warrants and Rights issued as part of the Units; (iii) all shares of Common
Stock issuable upon exercise of the Warrants included in the Units; and (iv) all shares of Common Stock issuable upon conversion of
the Rights included in the Units.
We have examined such documents
and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect
to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals
of those latter documents. We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents
of officers and representatives of the Company and of public officials and upon statements and information furnished by officers and representatives
of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by
us. This opinion is being given in accordance with the Legal Matters section of the Registration Statement, as it pertains to the portions
of laws of the State of Delaware and the State of New York law set forth below.
Based on the foregoing assumptions
and the assumptions set forth below, and subject to the qualifications and limitations stated herein, having considered such questions
of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion that:
1. When the Registration
Statement becomes effective under the Act and when the Units are issued, delivered and paid for as contemplated by the Underwriting Agreement
between the Company and the Representative (the “Underwriting Agreement”) and the Registration Statement, assuming
the due authorization, execution and delivery of the Units by Continental Stock Transfer & Trust Company, as transfer agent, the
Units will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with its
respective terms.
2. When
the Registration Statement becomes effective under the Act, the Amended and Restated Certificate of Incorporation of the Company has
been filed with the Secretary of State of the State of Delaware, and when the shares of Common Stock underlying the Units are issued,
delivered and paid for as contemplated by the Underwriting Agreement and the Registration Statement, each of the shares of Common Stock
underlying the Units will be duly and validly issued, fully paid and non-assessable.
November 10, 2021
Mana Capital Acquisition Corp.
Page 2 of 3
3. When the Registration Statement becomes
effective under the Act and when the Warrants included in the Units are issued, delivered and paid for as contemplated by the Underwriting
Agreement and the Registration Statement, assuming the due authorization, execution and delivery of the Warrants by Continental Stock
Transfer & Trust Company as the Warrant Agent, the Warrants will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms.
4. When the Registration
Statement becomes effective under the Act and when the Underwriting Agreement and the warrant agreement between the Company and Continental
Stock Transfer & Trust Company (the “Warrant Agreement”) have been duly executed and delivered by the respective
parties thereto, and the Warrants have been duly executed by the Company and duly countersigned by the Warrant Agent in accordance with
the terms of the Warrant Agreement and delivered to and paid for by the Underwriters pursuant to the terms of the Underwriting Agreement,
the Common Stock issuable upon exercise of such Warrants, when sold, paid for and issued upon exercise of the Warrants and upon receipt
of payment of the exercise price thereof in accordance with the respective terms thereof, will be duly authorized, validly issued, fully
paid and non-assessable.
5. When the Registration Statement becomes effective under the Act and when the Rights included in the Units
are issued, delivered and paid for as contemplated by the Underwriting Agreement and the Registration Statement, assuming the due authorization,
execution and delivery of the Rights by Continental Stock Transfer & Trust Company, as the Rights Agent, the Rights will constitute
valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.
6. When the Registration
Statement becomes effective under the Act and when the Underwriting Agreement and the rights agreement between the Company and Continental
Stock Transfer & Trust Company (the “Rights Agreement”) have been duly executed and delivered by the respective
parties thereto, and the Rights have been duly executed by the Company and duly countersigned by the Rights Agent in accordance with the
terms of the Rights Agreement and delivered to and paid for by the Underwriters pursuant to the terms of the Underwriting Agreement, the
Common Stock issuable upon conversion of such Rights, when issued upon conversion of the Rights in accordance with the terms of the Rights
Agreement and as contemplated by the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.
In addition, the foregoing opinions
are qualified to the extent that (a) enforceability may be limited by and be subject to (i) general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality),
and (ii) by applicable bankruptcy, insolvency, receivership, liquidation, reorganization, moratorium, and other similar laws affecting
creditors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b)
no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.
We are opining solely on (i) all
applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable
provisions of the Constitution of the State of Delaware and all applicable judicial and regulatory determinations, and (ii) all applicable
the laws of the State of New York, in each case, as in effect on the date hereof and as of the effective date of the Registration Statement,
and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law
be changed by legislative action, judicial decision or otherwise. Where our opinions expressed herein refer to events to occur at a future
date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date.
Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the
matters expressly stated. Not in limitation of the foregoing, we are not rendering any opinion as to the compliance with any other federal
or state law, rule or regulation relating to securities, or to the sale or issuance thereof.
November 10, 2021
Mana Capital Acquisition Corp.
Page 3 of 3
We hereby consent to the use of
this opinion as an exhibit to the Registration Statement, to the use of our name as the Company’s securities and corporate legal
counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent,
we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations
promulgated thereunder.
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Very truly yours,
/s/ Becker & Poliakoff LLP
Becker & Poliakoff LLP
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Exhibit 10.1
[________], 2021
Mana Capital Acquisition Corp.
8 The Green
Suite #12490
Dover, DE 19901
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Re:
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Initial Public Offering
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Ladies and Gentlemen:
This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into by and among Mana Capital Acquisition Corp., a Delaware corporation (the
“Company”), and Ladenburg Thalmann & Co., Inc., as representative (the “Representative”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 7,130,000 of the Company’s
units (including up to 930,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any)
(the “Units”), each comprised of (i) one share of the
Company’s common stock, par value $0.00001 per share (the “Common Stock”), (ii) one half of one redeemable
warrant, (iii) one right to receive one-seventh of one share of Common Stock upon the consummation of an initial Business Combination
(the “Rights”). Each whole warrant (each, a “Warrant”) entitles the holder thereof
to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering
pursuant to a registration statement on Form S-1 (File No. 333-260360) and prospectus (the “Prospectus”) filed
by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied
to have the Units listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 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, each of Mana Capital LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or the Company’s management
team (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 stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of
any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder
approval. If the Company engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider
agrees that it, he or she will not seek to sell its, his or her shares of Capital Stock to the Company in connection with such tender
offer. The Sponsor and each Insider agrees further that if the Company seeks stockholder approval of any proposed amendment to the Charter
(as defined below) prior to the consummation of a Business Combination, including, without limitation, any vote to approve an amendment
to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with
a Business Combination or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares (as defined below) if the Company
does not complete a Business Combination within the time period set forth in the Charter or (B) any other provisions relating to stockholders’
rights or pre-initial Business Combination activity, it, he or she shall not redeem any shares of Capital Stock 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 nine (9) months
from the closing of the Public Offering (up to 21 months from the closing of the Public Offering if the Company extends the period of
time to consummate a Business Combination, as described in more detail in the Prospectus), or such later period as may be approved by
the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (the “Charter”),
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 10 business days thereafter, subject to lawfully available funds
therefor, redeem 100% of the Common Stock 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 (as defined below), including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (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 Stockholders’ rights as stockholders (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 stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the
Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor
and each Insider agrees not to propose any amendment to the Charter to modify (i) the substance or timing of the ability of holders of
Offering Shares to seek redemption in connection with a Business Combination or (ii) (A) the Company’s obligation to redeem 100%
of the Offering Shares if the Company does not complete a Business Combination within such time set forth in the Charter or (B) any other
provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public
Stockholders with the opportunity to redeem their shares of Common Stock 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 earned on the funds held in the Trust
Account and not previously released to the Company to pay its taxes, 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 held by it,
him or her.
The Sponsor and each Insider
hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, whether acquired now or hereafter, 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 stockholder vote to approve such Business Combination or a stockholder vote to approve any
amendment to the Charter prior to the consummation of a Business Combination. Additionally, the Sponsor and each Insider agrees not to
sell any shares to us in a tender offer made by the Company in connection with a Business Combination. Notwithstanding the foregoing,
however, the Sponsor, the Insiders and their respective affiliates 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 the time period set forth in the
Charter.
3. [Without limiting his obligations under paragraph 7 hereof, during
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, Jonathan Intrater shall
not sell, transfer, assign, pledge or hypothecate any of his Founder Shares or Private Placement Warrants or any shares of Common Stock
issuable upon the conversion or exercise of the Private Placement Warrants, or subject any of such securities to any hedging, short sale,
derivative, put, or call transaction that would result in the effective economic disposition of such securities, except as provided in
FINRA Rule 5110(g)(2), which such restrictions shall not be subject to release or waiver, with or without the consent of the Representative,
during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date. In addition, any
Private Placement Warrants held by Mr. Intrater will not be exercisable more than five years from the date of the Prospectus.]
4. In
the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (the “Indemnitor”) 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)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the
Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or
other similar agreement or Business Combination agreement (a “Target”); provided, however, that such indemnification
of the Company by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims by a third party or a Target
do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount
per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering
Share is then held in the Trust Account due to reductions in the value of the trust assets, less interest earned on the Trust Account
which may be withdrawn to pay taxes, (y) not apply to any claims by a third party or a Target which executed a waiver of any and all rights
to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) not apply to any claims under the Company’s
indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor
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 Indemnitor, the Indemnitor notifies the Company in writing that it shall
undertake such defense.
5. Intentionally
omitted.
6. 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 an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 7(a), 7(b), and 9, as applicable,
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 injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
7. (a) The Sponsor and
each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares until the earlier of (A) six months after
the consummation of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) the date on which
the closing price of the Company’s shares of common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing
after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock
exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange
their shares of Common Stock 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 shares of Common Stock issued or issuable upon
the 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 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, and shares of Common Stock
issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the Sponsor, any Insider or
any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or
directors, any affiliate or family member of any of the Company’s officers or directors, any of the Sponsor’s members, officers,
directors, consultants or affiliates of the Sponsor or any of their affiliates or any other pecuniary interest holders in the Sponsor
at the time of the Offering or family members of the foregoing; (b) to a holder’s stockholders or members upon the holder’s
liquidation, in each case if the holder is an entity, (c) in the case of an individual, by gift to a member of such individual’s
immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such
individual or to a charitable organization; (d) in the case of an individual, by virtue of laws of descent and distribution upon death
of such individual; (e) in the case of an individual, pursuant to a qualified domestic relations order; (f) to the Company for no value
for cancellation in connection with the consummation of a Business Combination; (g) by private sales or transfers made in connection with
the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally purchased;
(h) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (i) by virtue of
the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or
(j) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s completion
of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, unless
the Company otherwise consents in writing, in the case of clauses (a) through (e) and (g), these permitted transferees must agree in writing
to be bound by the transfer restrictions herein, the other restrictions contained in this Agreement (including provisions relating to
voting, the Trust Account and liquidating distributions), and any other applicable agreement by which the transferor is bound.
8. 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 (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 the Insider’s background. Each Insider’s questionnaire
furnished to the Company is true and accurate in all respects. 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.
9.
Except as disclosed in the Prospectus, neither the Sponsor nor any officer, director, advisor or
any affiliate of the Sponsor, officer, director or advisor 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), other than the following, none of which will be made from the proceeds held in the Trust
Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $200,000
made to the Company by the Sponsor; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating,
negotiating and completing an initial Business Combination, and repayment of loans, if any, and on such terms as to be determined by
the Company from time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or
directors to (i) extend the time period within which the Company must consummate its initial Business Combination or (ii) finance
transaction costs in connection with an intended initial Business Combination; provided, that, if the Company does not consummate an
initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay
such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. The initial loan of up to $200,000 to
the Company by the Sponsor, loans of up to $2,852,000 in consideration of the binding commitment(s) of the Sponsor or its designees
and affiliates in the event that the Company extends the time period within which it must consummate its initial Business
Combination, and up to $2,400,000 of such additional loans may be convertible into warrants at a price of $1.00 per warrant at the
option of the lender. Such extension warrants and working capital warrants would be identical to the Private Placement Warrants,
including as to exercise price, exercisability and exercise period.
10. 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.
11. As
used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean the 1,500,000 shares of the Company’s shares of common stock, par value $0.00001 per share, initially issued to the Sponsor
for an aggregate purchase price of $25,000, or $0.01667 per share, prior to the consummation of the Public Offering; (iv) “Initial
Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants”
shall mean the 2,500,000 Warrants that the Sponsor has agreed to purchase for an aggregate purchase price of $2,500,000, in a private
placement that shall occur simultaneously with the consummation of the Public Offering; (viii) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account” shall mean the trust
fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (x) “Transfer”
shall mean the (a) sale 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 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).
12. The
Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director
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 of the Company’s directors or officers.
13. 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 all parties hereto.
14. 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.
15. Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All
covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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 [ ];
provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.
[Signature Page Follows]
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Sincerely,
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MANA CAPITAL LLC
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By:
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Name:
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Tong Mao
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Title:
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Managing Member
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INSIDERS:
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By:
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Name:
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Jonathan Intrater
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By:
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Name:
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Allan Liu
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By:
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Name:
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Loren Mortman
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Acknowledged and Agreed:
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MANA 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 Letter Agreement]
6
Exhibit 10.2
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this “Agreement”)
is made effective as of [_____], 2021, by and between Mana Capital Acquisition Corp., a Delaware corporation (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. 333-260360 (the “Registration Statement”) for the initial public offering of the
Company’s units (the “Units”), each of which consists of (i) one share of the Company’s common stock,
par value $0.00001 per share (“Common Stock”), (ii) one-half of one redeemable warrant, each whole warrant entitling
the holder thereof to purchase one share of Common Stock, and (iii) one right to receive one-seventh of one share of Common Stock upon
the consummation of the Company’s initial Business Combination (as defined below) (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 Ladenburg Thalmann & Co., as representative (the “Representative”)
of the underwriters (the “Underwriters”) named therein; and
WHEREAS, as described in the Registration Statement,
$62,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $71,300,000, if the Underwriters’ over-allotment option is exercised
in full) will be delivered to the Trustee to be deposited and held in
a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit
of the Company and the holders of the shares of Common Stock 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 stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);
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 located in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets
of $100 billion or more) 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 account funds are invested or uninvested,
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 tax returns relating to assets held in the Trust Account or in connection with the preparation or completion 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 following (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, Chief Financial Officer,
Secretary or other authorized officer of the Company (an “Authorized 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 less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination
Letter and other documents referred to therein, or (y) upon the date which is the later of (1) nine (or up to 21) months after
the closing of the Offering and (2) such later date as may be approved by the Company’s Board of Directors or stockholders
in accordance with the Company’s amended and restated certificate of incorporation, as the same may be amended from time to time
(the “Certificate of Incorporation”), 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 that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders
of record as of such date;
(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 (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute on behalf
of 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; 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 per share initially deposited in the Trust Account; provided, further, however,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a
copy of the franchise tax bill for the Company and a written statement from the principal financial officer of the Company setting forth
the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall
not be payable from 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 (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute to or on behalf
of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted
in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
(A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within nine (or up to 21) months from the
closing of the Offering or (B) with respect to any other provision
relating to the Company’s stockholders’ rights or pre-initial Business Combination activity. The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have
no responsibility to look beyond said request; and
(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (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 an Authorized Representative of the Company. 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 reasonable and documented out-of-pocket
expenses, including reasonable outside 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. 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. 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(j) 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) and
as may be provided in Section 2(b) hereof;
(d) In connection
with any vote of the Company’s stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination involving the Company and one or more target businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such
stockholders 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 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 written direction, order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee with written notification to the Company, 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, franchise
and 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) or 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
(whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace
the Trustee under 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;
(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 the purchasers of private warrants of the Company, as applicable, shall be returned promptly following the receipt
by the Trustee of written instructions from the Company.
6. Miscellaneous.
(a) The Company
and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein 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 out-of-pocket 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.
(c) This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section
1(i), 1(j) or 1(k) (which sections may not be modified, amended or deleted without the affirmative
vote of a majority of the then outstanding shares of Common Stock, par value $0.00001 per share, of the Company voting together as a single
class; provided that no such amendment will affect any Public Stockholder who has otherwise validly indicated his, her or its election
to redeem his, her or its shares of Common Stock in connection with a stockholder 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 or by electronic mail:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Email: fwolf@continentalstock.com;
cgonzalez@continentalstock.com
if to the Company, to:
Mana Capital Acquisition Corp.
8 The Green, Suite #12490
Dover, DE 1990
Attention: Jonathan Intrater
jintrater@ladenburg.com
in each case, with copies to:
Becker & Poliakoff, LLP
Attn: Jie C. Xiu, Esq
45 Broadway, Fl. 17
New York, NY 10006
jxiu@beckerlawyers.com
and
Ladenburg Thalmann & Co., Inc.
640 5th Avenue, 4th
Floor
New York, NY 10019
Attn.:
Email:
and
Blank Rome LLP
1271 Avenue of the Americas
New York, NY 10020
Attention: Brad L. Shiffman, Esq.
bshiffman@blankrome.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.
Mana Capital Acquisition Corp.
________________________________
Name: Jonathan Intrater
Title: Chief Executive Officer
Continental Stock Transfer & Trust Company, as Trustee
By:_____________________________
Name: Francis Wolf
Title: Vice President
SCHEDULE
A
|
Fee Item
|
Time and method of payment
|
|
Amount
|
|
Initial acceptance fee
|
Initial closing of the Offering by wire transfer.
|
|
$3,500.00
|
|
Annual fee
|
|
|
$10,000.00
|
|
Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)
|
Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)
|
|
$250.00
|
|
Paying Agent services as required pursuant to Section 1(i) and 1(k)
|
Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)
|
|
Prevailing rates
|
EXHIBIT
A
[Letterhead of Company]
, 2021
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
|
Re:
|
|
Trust Account – Termination Letter
|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Mana Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [____] , 2021 (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 of the actual date (or such shorter time period as you may agree)
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 the above-referenced
trust operating account at J.P. Morgan Chase Bank, N.A. 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, neither the Company nor the Representative will earn any 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 by 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 stockholders, if a vote is held, and (b) joint written
instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including
payment of the Deferred Commission and the Roth Fee from 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 the notice as soon thereafter as possible.
|
|
Mana Capital Acquisition Corp.
|
cc: Ladenburg Thalmann & Co., Inc.
EXHIBIT
B
[Letterhead of Company]
, 2021
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
|
Re:
|
|
Trust Account – Termination Letter
|
|
|
|
|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Mana Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [____], 2021 (the “Trust Agreement”), this
is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”)
within the time frame specified in the Company’s amended and restated certificate of incorporation, as described in the Company’s
Registration Statement 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 the trust operating
account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected _______________ as
the effective date for the purpose of determining when the Public Stockholders 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 Stockholders in accordance with the terms of the Trust Agreement and the amended and restated certificate
of incorporation of the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated,
except to the extent otherwise provided in Section 1(j) of the Trust Agreement.
|
|
Very truly yours,
|
|
|
|
|
|
|
Mana Capital Acquisition Corp.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
cc: Ladenburg Thalmann & Co., Inc.
EXHIBIT
C
[Letterhead of Company]
, 2021
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
|
Re:
|
|
Trust Account – Tax Payment Withdrawal Instruction
|
|
|
|
|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(j) of the Investment Management
Trust Agreement between Mana Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [____], 2021 (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]
|
|
Very truly yours,
|
|
|
|
|
|
|
Mana Capital Acquisition Corp.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
cc: Ladenburg Thalmann & Co., Inc.
EXHIBIT
D
[Letterhead of Company]
, 2021
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
|
Re:
|
|
Trust Account – Stockholder Redemption Withdrawal Instruction
|
|
|
|
|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(k) of the Investment Management
Trust Agreement between Mana Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [_____], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Stockholders on behalf of the Company $___________ of the principal
and 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 funds as described above are needed to pay the
Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder
vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing
of the Company’s obligation to allow redemptions as described in the Registration Statement or (B) with respect to any other provision
relating to the Company’s stockholders’ 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 to the redeeming Public Stockholders
in accordance with your customary procedures.
|
|
Very truly yours,
|
|
|
|
|
|
|
Mana Capital Acquisition Corp.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
cc: Ladenburg Thalmann & Co., Inc.
13
Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is entered into as of the __th day of ___, 2021, by and among Mana Capital Acquisition Corp.,
a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature
page hereto (each, an “Investor” and collectively, the “Investors”).
WHEREAS, the Investors and the
Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration under the United
States’ federal securities laws and regulations of the securities held by them as of the date hereof.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The
following capitalized terms used herein have the following meanings:
“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Business Combination”
means the acquisition of direct or indirect ownership through a merger, stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar type of transaction, of one or more businesses or entities.
“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.
“Common Stock”
means the common stock, par value $0.00001 per share, of the Company.
“Company”
is defined in the preamble to this Agreement.
“Demand Registration”
is defined in Section 2.1.1.
“Demanding Holder”
is defined in Section 2.1.1.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.
“Form S-3”
is defined in Section 2.3.
“Founder
Shares” means the 1,550,000 shares of Common Stock of the Company issued to Mana Capital LLC prior to the
Company’s initial public offering and up to a maximum of 232,500 additional shares of Common Stock issuable
to Mana Capital LLC in the event that the over-allotment option is exercised by the underwriters of the Company’s initial public
offering.
“Indemnified Party”
is defined in Section 4.3.
“Indemnifying Party”
is defined in Section 4.3.
“Investor”
is defined in the preamble to this Agreement.
“Investor Indemnified
Party” is defined in Section 4.1.
“Maximum Number of
Shares” is defined in Section 2.1.4.
“Notices”
is defined in Section 6.3.
“Piggy-Back Registration”
is defined in Section 2.2.1.
“Private Warrants”
means warrants to purchase up to 2,500,000 common stock that the Investors (or their designees or affiliates) are privately purchasing
under an exemption from registration under the Securities Act simultaneously with the consummation of the Company’s initial public
offering, as further described in the Registration Statement.
“Pro Rata”
is defined in Section 2.1.4.
“Register,”
“Registered” and “Registration” 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.
“Registrable Securities”
means: (i) the Founder Shares; (ii) the Private Warrants; (iii) the shares of Common Stock underlying the Private Warrants; (iv) any securities
issuable upon conversion of loans from the Investors (or their designees or affiliates) to the Company for either (A) the purpose of extending
the duration of the Company in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation (the
“Extension Loan Securities”) or (B) the Company’s use as working capital whether made before or subsequent to
the date of this Agreement, if any (the “Working Capital Loan Securities”); and (v) shares of Common Stock underlying
any Extension Loan Securities or Working Capital Loan Securities. Registrable Securities include any warrants, shares of capital stock
or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of
such Founder Shares, Private Warrants, Extension Loan Securities, Working Capital Loan Securities, and underlying securities. As to any
particular Registrable Securities, 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 them not bearing a legend restricting further transfer shall have been delivered by the Company, and subsequent public
distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding,
or (d) the Registrable Securities are freely saleable under Rule 144 under the Securities Act without volume limitations.
“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations
promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any
registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.
“Underwriter”
means 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.
“Units”
means the units of the Company, each comprised of (i) one share of Common Stock, (ii) one Warrant to purchase one-half of one share of
Common Stock, and (iii) one right to receive one-seventh of one share of Common Stock upon the consummation of the initial Business Combination
of the Company.
“Warrants”
means the warrants of the Company being offered and sold under the Registration Statement entitling the holder to purchase one-half of
one share of Common Stock.
2. REGISTRATION RIGHTS.
2.1 Demand Registration.
2.1.1 Request for Registration.
At any time and from time to time on or after the date that the Company consummates a Business Combination, the holders of a majority-in-interest
of such Registrable Securities may make a written demand for registration under the Securities Act of all or part of their Registrable
Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares
of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders
of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s
Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a
“Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of
the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included
in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to
effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
2.1.2 Effective Registration.
A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such
Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect
thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities
pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency
or court, the Registration Statement with respect to such Demand Registration will 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) a majority-in-interest of the Demanding
Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration
Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.
2.1.3 Underwritten Offering.
If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for
a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten
offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon
such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall
enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest
of the holders initiating the Demand Registration.
2.1.4 Reduction of Offering.
If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the
Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to
sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common
Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other
stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such
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 shares, as applicable, the “Maximum Number of Shares”),
then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested
by the Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such registration,
regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company
is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum
Number of Shares.
2.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their
Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by
giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration
provided for in Section 2.1.
2.2 Piggy-Back Registration.
2.2.1 Piggy-Back 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, by the Company for its own account or for shareholders of the Company for their account (or
by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement
(i) filed in connection with any employee stock 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 (x) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall 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, of the offering, and (y) offer to the holders of Registrable Securities in such notice the
opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five
(5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable
Securities to be included in such 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 to be included in a Piggy-Back Registration on the same terms and
conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance
with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through
a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with
the Underwriter or Underwriters selected for such Piggy-Back Registration.
2.2.2 Reduction of Offering.
If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and
the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires
to sell, taken together with shares of Common Stock, 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, the Registrable Securities as to which
registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested
pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of
Shares, then the Company shall include in any such registration:
a) If the registration is undertaken for
the Company’s account: (A) the shares of Common Stock or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, as to which registration has been requested
pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; and (C) to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to
register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum
Number of Shares; and
b) If the registration is a “demand” registration
undertaken at the demand of persons other than either the holders of Registrable Securities, (A) first, the shares of Common Stock or
other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively, the shares of Common Stock
or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof,
that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding
the Maximum Number of Shares.
2.2.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 3.3.
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 register
the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which 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. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration
to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion
of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of
the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified
in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the
Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such
offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled
to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to
the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected
pursuant to Section 2.1.
2.4 Limitations on Registration
Rights. Notwithstanding anything herein to the contrary, (i) Jonathan Intrater may not exercise his rights under Sections
2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively, from the effective date of
the Company’s registration statement on Form S-1, File No. 333-[ ], and (ii) Jonathan Intrater may not exercise his
rights under Section 2.1 more than one time.
3. REGISTRATION PROCEDURES.
3.1 Filings; Information.
Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use
its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution
thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Filing Registration
Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration
pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies
or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to
be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such
Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided,
however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration
for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case
if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good
faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such
Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the
right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.
3.1.2 Copies. The
Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge
to 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 holders of Registrable Securities included in such registration or legal counsel for any such holders
may request in order to facilitate the disposition of the Registrable Securities owned by such holders.
3.1.3 Amendments and
Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements
to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by
such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration
Statement or such securities have been withdrawn.
3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing,
notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i)
when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective;
(iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent
the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such
Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered
by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders
of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference,
the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for
any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal
counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement
or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal
counsel shall object.
3.1.5 State Securities
Laws Compliance. The Company shall 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 but for this paragraph or subject itself
to taxation in any such jurisdiction.
3.1.6 Agreements for
Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form)
and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in
such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any
representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good
standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational
documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion
in such Registration Statement.
3.1.7 Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the
Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors.
3.1.8 Records. The
Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by
any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with
such Registration Statement.
3.1.9 Opinions and Comfort
Letters. The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart,
addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the
Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter,
the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder
elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus
has been declared effective and that no stop order is in effect.
3.1.10 Earnings Statement.
The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its
shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.11 Listing. The
Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or
otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no
such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.
3.1.12 Road Show.
If the registration involves the registration of Registrable Securities in an Underwritten Offering under Section 2.1.3 above involving
gross proceeds in excess of $25,000,000, the Company shall 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.
3.2 Obligation to Suspend
Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a
written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information, each
holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus
contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities
is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all written copies, other
than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.
3.3 Registration Expenses.
The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in
performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities);
(iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers
and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section
3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses
for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of
any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by
the Company in connection with such registration; and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest
of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or
selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling
commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall
bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.
3.4 Information. The
holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with federal and applicable state securities laws. Additionally, each holder of Registrable Securities confirms and
agrees to comply with any and all properties and all prospectus delivery requirements under the Securities Act and rules and regulations
of the Commission thereunder.
4. INDEMNIFICATION AND
CONTRIBUTION.
4.1 Indemnification by
the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and
each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any,
who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments,
claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement)
of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities
Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company
in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any
other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense,
loss, judgment, claim, damage, liability or action whether or not any such person is a party to any such claim or action and including
any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided,
however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises
out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement,
preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity
with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify
any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who
controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.
4.2 Indemnification by
Holders of Registrable Securities. Subject to the limitations set forth in Section 4.4.3 hereof, each selling holder of Registrable
Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable
Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter
(if any), and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter within
the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as
such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged
omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement
or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly
for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for
any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage,
liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited
to the amount of any net proceeds actually received by such selling holder.
4.3 Conduct of Indemnification
Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of
which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if
a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying
Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the
Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying
Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such
failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party,
then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with
all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice
from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying
Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified
Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no
more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising
out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and
expenses of such counsel to be paid by such Indemnifying Party if, based upon the written advice of counsel of such Indemnified Party,
representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement
of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding.
4.4 Contribution.
4.4.1 If the indemnification
provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage,
liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions
or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
4.4.2 The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 4.4 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 the immediately preceding Section
4.4.1.
4.4.3 The amount paid or payable
by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party
in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder
of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment
of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which
gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) with respect to any action shall be entitled to contribution in such action from any person who was not guilty of such
fraudulent misrepresentation.
5. UNDERWRITING AND DISTRIBUTION.
5.1 Rule 144. The
Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take
such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable
such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided
by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission.
6. MISCELLANEOUS.
6.1 Other Registration
Rights. The Company represents and warrants that no person, other than the holders of the Registrable Securities, has any right to
require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital
stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other
person.
6.2 Assignment; No Third
Party Beneficiaries. 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. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder
may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of
Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit
of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors
or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party
hereto other than as expressly set forth in Article 4 and this Section 6.2.
6.3 Notices. All notices,
demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted
to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set
forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given
on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service
or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business
day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice
to a reputable air courier service with an order for next-day delivery.
To the Company:
Mana Capital Acquisition Corp.
8 The Green
Suite #12490
Dover, Delaware 19901
Attn: Chief Executive Officer
with a copy to:
Becker & Poliakoff LLP
45 Broadway, 17th Floor
New York, NY 10006
Attn: Jie Chengying Xiu, Esq.
To an Investor to the address set forth below such Investor’s
name on Exhibit A hereto.
6.4 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 that is valid and enforceable.
6.5 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall
constitute valid and sufficient delivery thereof.
6.6 Entire Agreement.
This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and
thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.
6.7 Modifications and
Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing
by such party.
6.8 Titles and Headings.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.
6.9 Waivers and Extensions.
Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver
will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional.
No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or
acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.
6.10 Remedies Cumulative.
In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at
law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one
or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement
shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy,
whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
6.11 Governing Law.
This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable
to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that
would compel the application of the substantive laws of any other jurisdiction. The Company irrevocably submits to the nonexclusive jurisdiction
of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding
arising out of or relating to this Agreement. The Company irrevocably waives, to the fullest extent permitted by law, any objection that
they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.
6.12 Waiver of Trial by
Jury. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY
JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH
OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTOR IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT HEREOF.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
Mana Capital Acquisition Corp.
By: _____________________________
Name: Jonathan Intrater
Title: Chief Executive Officer
Mana Capital LLC
By: _____________________________
Name:
Tong Mao
Title: Principal
By: _____________________________
Name:
Jonathan Intrater
By: _____________________________
Name:
Allan Liu
By: _____________________________
Name:
Loren Mortman
EXHIBIT A
|
Name
and Address of Investor or Underwriter
|
Shares or Warrants
|
|
|
|
|
Mana Capital LLC
|
1,340,000 shares of Common Stock
2,500,000 Private Warrants
|
|
Jonathan Intrater
|
150,000 shares of Common Stock
|
|
Allan Liu
|
30,000 shares of Common Stock
|
|
Loren Mortman
|
30,000 shares of Common Stock
|
Exhibit 10.4
STOCK ESCROW AGREEMENT
STOCK ESCROW AGREEMENT, dated
as of _____________, 2021 (“Agreement”), by and among MANA CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”),
MANA CAPITAL LLC, a Delaware limited liability company and a stockholder of the Company (“Sponsor”), JONATHAN INTRATER
(“Intrater”), ALLAN LIU (“Liu”), LOREN MORTMAN (“Mortman”), and CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
WHEREAS, the Company was formed
by the Sponsor for the purpose of completing a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination (a “Business Combination”) with one or more businesses or entities;
WHEREAS, the Company has
entered into an Underwriting Agreement, dated _________, 2021 (“Underwriting Agreement”), with LADENBURG THALMANN &
CO., INC. (the “Representative”) acting as representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 6,200,000 units (“Units”) of the Company,
plus up to an additional 930,000 Units if the Underwriters exercise the over-allotment option. Each Unit consists of (i) one share
of the Company’s common stock, par value $0.00001 per share (“Common Stock”), (ii) one-half of one warrant, with
each whole warrant entitling the holder thereof to purchase one share of Common Stock (“Warrant”), and (iii) one right
(“Right”) to receive one-seventh of one share of Common Stock upon the consummation of the initial Company’s
Business Combination, all as more fully described in the Company’s final Prospectus, dated ____________, 2021 (“Prospectus”)
comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-260360) under the Securities Act of 1933, as amended
(“Registration Statement”), declared effective by the Securities and Exchange Commission on ____________, 2021 (“Effective
Date”);
WHEREAS, in connection with the
initial capitalization of the Company the Sponsor purchased an aggregate of 1,550,000 shares of Common Stock, of which 30,000 shares have
been transferred to each of Liu and Mortman and 150,000 shares will be transferred to Intrater;
WHEREAS, If the over-allotment
option is exercised, we will issue our sponsor up to an additional 232,500 shares of our common stock (the “Over-allotment Shares”).
WHEREAS, the Sponsor has agreed
to deposit all of its shares of Common Stock of the Company in escrow with the Escrow Agent as hereinafter provided;
WHEREAS, each of Intrater, Liu
and Mortman (collectively referred to sometimes as the “Executives”) own (or shall own) the shares of Common Stock
of the Company corresponding to their names as set forth on Exhibit A annexed hereto, and have each agreed to deposit such shares of the
Company with the Escrow Agent as hereinafter provided; and
WHEREAS, the Company, the Executives
and the Sponsor desire that the Escrow Agent accept the shares of Common Stock, into escrow, to be held and disbursed as hereinafter provided;
IT IS AGREED:
1. Appointment of
Escrow Agent. The Company, the Executives and the Sponsor hereby appoint the Escrow Agent to act in accordance with and subject to
the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such
terms.
2. Deposit of
Shares. On or before the Effective Date, the Sponsor and the Executives shall have delivered to the Escrow Agent certificates
(and applicable stock powers if requested by the Escrow Agent) representing such Sponsor’s and Executive’s respective
shares of Common Stock set forth on Exhibit A hereto plus any Over-allotment Shares issued to any of the Sponsor or the Executives
(“Escrow Shares”), to be held and disbursed subject to the terms and conditions of this Agreement. The Sponsor
acknowledges that the certificate representing such Sponsor’s shares of Common Stock bears restrictive legends to reflect the
deposit of such shares under this Agreement.
3. Disbursement of the
Escrow Shares.
3.1 Intentionally
Omitted.
3.2 Except
as otherwise set forth herein, the Escrow Agent shall hold the Escrow Shares until the earlier of (x) six (6) months after the date of
the consummation of an initial Business Combination and (y) the date on which the closing price of the Common Stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within
any 30-trading day period following the consummation of the Business Combination (such period of time during which the Escrow Shares are
held in escrow, the “Escrow Period”). The Company shall promptly provide notice of the consummation of an initial Business
Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Sponsor’s
Escrow Shares to the Sponsor and/or Executives, as the case may be; provided, however, that if, within the Escrow Period, the Company
(or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in
all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property,
then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized
officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated
or such conditions have been achieved, as applicable, release the Escrow Shares to the Sponsor and/or the Executives, as the case may
be. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section
3.2.
3.3 If the Escrow Agent
is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated, then the Escrow Agent shall deliver the
certificates representing the Escrow Shares to the Sponsor and Executives promptly after the public stockholders are paid the liquidating
distributions and shall have no further duties hereunder.
4. Rights of Sponsor in
Escrow Shares.
4.1 Voting Rights as
a Stockholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Sponsor
shall retain all of their rights as stockholders of the Company as long as any shares are held in escrow pursuant to this Agreement, including,
without limitation, the right to vote such shares.
4.2 Dividends and Other
Distributions in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant to this Agreement, all dividends
payable in cash with respect to the Escrow Shares shall be paid to the Sponsor, but all dividends payable in stock or other non-cash property
(“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used
herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.
4.3 Restrictions on
Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (a) to the Company’s officers
or directors, any affiliate or family member of any of the Company’s officers or directors, any of the Sponsor’s members,
officers, directors, consultants or affiliates of the Sponsor or any of their affiliates or any other pecuniary interest holders in the
Sponsor at the time of the Offering or family members of the foregoing; (b) to a holder’s stockholders or members upon the
holder’s liquidation, in each case if the holder is an entity, (c) in the case of an individual, by gift to a member of such individual’s
immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such
individual or to a charitable organization; (d) in the case of an individual, by virtue of laws of descent and distribution upon death
of such individual; (e) in the case of an individual, pursuant to a qualified domestic relations order; (f) to the Company for no value
for cancellation in connection with the consummation of a Business Combination; (g) by private sales or transfers made in connection with
the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally purchased;
(h) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (i) by virtue of
the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or
(j) subsequent to the completion of the Company’s initial Business Combination, in the event of the Company’s completion
of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, unless
the Company otherwise consents in writing, in the case of clauses (a) through (e) and (g), these permitted transferees must agree in writing
to be bound by the transfer restrictions herein, the other restrictions contained in this Agreement, and any other applicable agreement
by which the transferor is bound.
4.4 Letter Agreements.
Each of the Sponsor and Executives has executed a letter agreement with the Company and the Representative, dated as of the date hereto,
the form of which is filed as an exhibit to the Registration Statement (“Letter Agreement”), respecting the purchase
of the securities of the Company owned by them, and the rights and obligations of such holder in certain events, including, but not limited
to, the liquidation of the Company.
5. Concerning the Escrow
Agent.
5.1 Good Faith Reliance.
The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment,
and 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 Escrow Agent), 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 is
believed by the Escrow Agent in good faith to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent
shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced
by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are
affected, unless it shall have given its prior written consent thereto.
5.2 Indemnification.
Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including
reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding
involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent
hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence, fraud or willful
misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of
any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such
notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine
ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain
the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing
to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive
in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.
5.3 Compensation.
Subject to Section 5.8 below, the Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered
by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred
by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees
and disbursements and all taxes or other governmental charges.
5.4 Further Assurances.
From time to time on and after the date hereof, the Company, the Executives and the Sponsor shall deliver or cause to be delivered to
the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself
that it is protected in acting hereunder.
5.5 Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto
written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time
that the Escrow Agent shall turn the Escrow Shares over to a successor escrow agent appointed by the Company and approved by the Representative,
which approval will not be unreasonably withheld, conditioned or delayed. If no new escrow agent is so appointed within the 60-day period
following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems
appropriate in the State of New York.
5.6 Discharge of Escrow
Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any
time by all of the other parties hereto; provided, however, that such resignation shall become effective only upon the appointment of
a successor escrow agent selected by the Company and approved by the Representative, which approval will not be unreasonably withheld,
conditioned or delayed.
5.7 Liability. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence, fraud or
willful misconduct.
5.8 Waiver. The
Escrow Agent hereby waives any 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 the Escrow Agent 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.
6. Miscellaneous.
6.1 Governing Law.
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. The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes
of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM, OR COUNTERCLAIM IN ANY WAY BASED UPON, RELATING TO OR IN CONNECTION
WITH THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
6.2 Third Party Beneficiaries.
Each of the parties to this Agreement hereby acknowledges that the Representative is a third-party beneficiary of this Agreement.
6.3 Entire Agreement.
This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly
provided herein, may only be changed, amended, or modified by a writing signed by each of the parties hereto.
6.4 Headings. The
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.
6.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors
and assigns.
6.6 Notices. 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 or by email
transmission:
If to the Company, to:
Mana Capital Acquisition Corp.
8 The Green
Suite #12490
Dover, DE 19901
Attn: Jonathan Intrater
Email: jintrater@ladenburg.com
If to Sponsor or any Executive ,
to his/her/its address set forth in Exhibit A.
and if to the Escrow Agent, to:
Continental Stock Transfer &
Trust Company
1 State Street
New York, New York 10004
Attn:
Email:
A copy of any notice sent hereunder
shall be sent to:
Ladenburg Thalmann &
Co., Inc.
640 5th Avenue,
4th Floor
New York, NY 10019
Attn.:
Email:
with a copy to:
BlankRome, LLP
2127 Avenue of the Americas
New York, NY 10020
Attn: Brad Shiffman, Esq.
Email: bshiffman@blankrome.com
and:
Becker & Poliakoff
LLP
45 Broadway, 17th
Floor
New York, New York 10006
Attn: Jie Chengying Xiu,
Esq.
Fax No.: (212) 599-3322
Email: jxiu@beckerlawyers.com
The parties may change the persons
and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided
herein for giving notice.
6.7 Liquidation of the
Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event
that the Company fails to consummate a Business Combination within the time period specified in the Company’s Amended and Restated
Certificate of Incorporation, as the same may be amended from time to time.
6.8 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 counterpart of this Agreement by fax or email/.pdf transmission shall constitute valid and sufficient delivery thereof.
[Signature Page Follows]
Escrow Agreement - Signature Page
WITNESS the execution of this
Agreement as of the date first above written.
MANA CAPITAL ACQUISITION CORP.
________________________________
Name: Jonathan Intrater
Title: Chief Executive Officer
MANA CAPITAL HOLDINGS LLC
By: ____________________________
Name: Tong Mao
Title: Principal
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY
By:_____________________________
Name:
Title:
INVESTORS:
________________________________
Name: Jonathan Intrater
________________________________
Name: Allan Liu
________________________________
Name: Loren Mortman
EXHIBIT A
Escrow Shares and Holder Information
|
Name and Address
|
|
Shares in Escrow
|
|
|
|
|
|
Mana Capital Holdings LLC
|
|
1,490,000 shares of Common Stock
(plus up to 232,500 shares of Common Stock if the Over-allotment option
is exercised in full).
|
|
|
|
|
|
Allan Liu
|
|
30,000 shares
|
|
|
|
|
|
Loren Mortman
|
|
30,000 shares
|
|
|
|
|
|
Jonathan Intrater
|
|
150,000 shares (included in the 1,490,000 shares initially registered in the name of Mana Capital Holdings LLC)
|
|
|
|
|
|
Total
|
|
1,550,000 shares
(1,782,500 shares if the Over-allotment option is exercised in full).
|
7
Exhibit 10.5
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
|
Principal Amount: Up to $200,000
|
Dated as of June 11, 2021
|
|
|
New York, New York
|
Mana Capital Acquisition
Corp., a Delaware corporation (the “Maker”),
promises to pay to the order of Mana Capital LLC or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of up to Two Hundred Thousand Dollars ($200,000) 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 by the Maker on
the later of (i) December 11, 2021 in case an initial public offering of the Maker’s securities (the “IPO”) cannot
be successfully consummated or (ii) the date on which Maker consummates a business combination in the case of a successful IPO. At the
option of the Payee, this Note may also be converted into up to 200,000 warrants for $1.00 per warrant (the “Working Capital Warrants”),
each Working Capital Warrant entitling Payee to purchase one share of the common stock of the Maker for $11.50 per share.
Under no circumstances shall any individual, including but not limited to any officer,
director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest. No
interest shall accrue on the unpaid principal balance of this Note.
3.
Drawdown Requests. Maker and Payee agree that Maker may request up to Two Hundred Thousand Dollars ($200,000) for costs reasonably
related to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time prior
to the earlier of (i) December 11, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities, upon
written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be
drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund
each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount
of drawdowns collectively under this Note is Two Hundred Thousand Dollars ($200,000). Once an amount is drawn down under this Note, it
shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection
with, or as a result of, any Drawdown Request by Maker. It is acknowledged that the Company may have received amounts in respect of drawdowns
under this Note prior to the date hereof, and it is agreed that all such sums were received as drawdowns of principal hereunder in anticipation
of the execution of this Note.
4. 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.
5. 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.
6. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 5(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 hereunder, 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 5(b) and 5(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.
7. 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 or any writ of execution issued hereon, may be sold upon any
such writ in whole or in part in any order desired by Payee.
8. 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.
9. Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) 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 or (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.
10. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE,
WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. 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.
12. 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 IPO to be conducted by the Maker
(including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private
placement to occur prior to the closing 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.
13.
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.
14.
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.
IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed as deed by the undersigned on the day and year
first above written.
MANA CAPITAL ACQUISITION CORP.
By: /s/ Jonathan Intrater
Name: Jonathan Intrater
Title: Chief Executive Officer
3
Exhibit 10.6
Ladenburg Thalmann
& Co. Inc.
640 Fifth Avenue, 4th floor
New York, New York 10019
,
2021
Mana
Capital Acquisition Corp.
8 The Green
Suite #12490
Dover, Delaware 19901
Attention:
Jonathan Intrater, Chief Executive Officer
Ladies
and Gentlemen:
This
is to confirm our agreement (this “Agreement”) whereby Mana Capital Acquisition Corp, a Delaware corporation (“Company”),
has requested Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and I-Bankers Securities, Inc. (“I-Bankers”,
and together with Ladenburg the “Advisors”) to assist it in connection with the Company effecting a merger, share
exchange, asset acquisition, stock purchase, recapitalization, reorganization or 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. 333-260360) filed with the Securities and Exchange Commission (“Registration Statement”)
in connection with its initial public offering (“IPO”).
1.
Services and Fees.
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(a)
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The Advisors will, if requested by the
Company:
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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 to 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)
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As compensation
for the foregoing services, the Company will pay the Advisors a cash fee of 2.5% of the gross
proceeds received by the Company in the IPO (the “Fee”). The Company will
allocate 95% of the Fee to Ladenburg and 5% of the Fee to I-Bankers. The Fee shall be payable
in cash and is due and payable to the Advisors 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 Advisors hereunder. The Fee shall be exclusive of any finder’s fees which may become
payable to the Advisors pursuant to any subsequent agreement between the Advisor and the
Company or the Target.
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(c)
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The
Fee shall be payable in cash and is due and payable to the Advisors by wire transfer at the
closing of the Business Combination (“Closing”) from the Trust Account
(defined below); provided that the Fee shall not be paid prior to the date that is 90 days
from the effective date of the Registration Statement unless the Financial Industry Regulatory
Authority determines that such payment would not be deemed underwriters’ compensation
in connection with the IPO. If a proposed Business Combination is not consummated for any
reason, no Fee shall be due or payable to the Advisors hereunder.
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[•], 2021
Page 2
2.
Expenses.
At
the Closing, the Company shall reimburse the Advisors up to $20,000 for its reasonable and documented costs and expenses incurred (including
its reasonable fees and disbursements of counsel) in connection with the performance of its services hereunder; provided, however, all
expenses in excess of $5,000 in the aggregate shall be subject to the Company’s prior written approval, which approval will not
be unreasonably withheld. Reimbursable expenses shall be due and payable to the Advisors by wire transfer at the Closing from the Trust
Account.
3.
Company Cooperation.
(a)
The Company will cooperate with the Advisors including, but not limited to, providing to the Advisors and its counsel, on a timely basis,
all documents and information regarding the Company and Target that the Advisors may reasonably request or that are otherwise relevant
to the Advisors’ performance of its obligations hereunder (collectively, the “Information”); making the Company’s
management, auditors, consultants and advisors available to the Advisors; and, using commercially reasonable efforts to provide the Advisors
with reasonable access to the management, auditors, suppliers, customers, consultants and advisors of Target. The Company will promptly
notify each Advisor of any change in facts or circumstances or new developments affecting the Company or Target or that might reasonably
be considered material to each Advisors’ engagement hereunder.
(b) Each
Advisor agrees to keep strictly confidential all information conveyed by the Company or the Company’s Representatives (as defined
below) to each Advisor in connection with this Agreement including, for the avoidance of doubt, the identities of any Targets and any
Business Combination, in whatever form, whether written, electronic or oral, and to execute a non-disclosure agreement in customary form
reasonably acceptable to each Advisor if requested to do so by the Company.
4.
Representations; Warranties and Covenants.
The
Company represents, warrants and covenants to each Advisor that all Information it makes available to either Advisor by or on behalf
of the Company in connection with the performance of its obligations hereunder will not, to the Company’s knowledge, 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. The Company
acknowledges and agrees that each Advisors will use and rely on the accuracy and completeness of the Information supplied to such Advisor
without having the obligation to independently verify the same.
5.
Indemnity.
The
Company shall indemnify each 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, each Advisor hereby acknowledges that the Company has established a trust account (the “Trust Account”)
containing the proceeds of the IPO and from a certain private placement occurring simultaneously with the IPO (including interest accrued
from time to time thereon) for the benefit of the Company’s public stockholders and certain other parties. For and in consideration
of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Advisor hereby agrees, (i) that it does not have any right, title, interest or claim of any kind in or to any
monies in the Company’s Trust Account with respect to this Agreement (each, a “Claim”); (ii) to waive any Claim it
may have against the Trust Account now or in the future as a result of, or arising out of, any services provided to the Company hereunder;
and (iii) to not seek recourse against the Trust Account with respect to the Fee.
[•], 2021
Page 3
6.
Use of Name and Reports.
Without
each Advisor’s prior written consent, 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 Advisors to the Company or any communication from the Advisors, in each case, in connection with performance
of the Advisors’ services hereunder, except as required by applicable federal or state law, regulation or securities exchange rule.
7.
Status as Independent Contractor.
Each
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 each 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, each 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 Advisors nor any of the Advisors’ 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 each 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, each 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 each Advisor
or any of its affiliates in conducting such business to the extent permitted by applicable law.
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 any party without the written consent of the other parties. 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.
[•], 2021
Page 4
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. The Company’s engagement of any other consultant(s) shall not
affect each 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, then and in such event, each party hereto agrees that the dispute shall be brought
and enforced in the courts of the State of New York, County of New York, 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. 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 such 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.
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.
[•], 2021
Page 5
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.
LADENBURG
THALMANN & CO. INC.
BY: _______________________________
Name:
Title:
I-Bankers
Securities, Inc.
BY: _______________________________
Name:
Title:
AGREED
AND ACCEPTED BY:
MANA CAPITAL
ACQUISITION CORP.
BY: __________________________________
Name: Jonathan Intrater
Title: Chief Executive Officer
[•], 2021
Page 6
ANNEX I
INDEMNIFICATION
In
connection with the Company’s engagement of Ladenburg Thalmann & Co., Inc. and I-Bankers Securities, Inc. (the “Advisors”
and each an “Advisor”) pursuant to that certain letter agreement (“Agreement”) of which this Annex forms a part,
Mana Capital Acquisition Corp. (the “Company”) hereby agrees, subject to the second paragraph of Section 5 of the Agreement,
to indemnify and hold harmless each Advisor and each of its affiliates and its 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 Advisors, or
(B) otherwise relate to or arise out of each Advisor’s activities on the Company’s behalf under such 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 Advisors 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 which consent may not be unreasonably withheld,
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.
[•], 2021
Page 7
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 any Advisor is an Indemnified Person), the Company and the Advisors 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 each Advisor
on the other, in connection with such Advisor’s engagement referred to above, subject to the limitation that in no event shall
the amount of any such Advisor’s contribution to such Claim exceed the amount of fees actually received by such 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 each Advisor on the other, with respect to such 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 Advisors are engaged to render services bears to (b) the fee paid or proposed to be paid to
such 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 10.7
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT
This WARRANT PURCHASE AGREEMENT
(this “Agreement”) is made as of this ___ day of ________, 2021, by and between Mana Capital Acquisition Corp.,
a Delaware company (the “Company”), having its principal place of business at 8 The Green, Suite #12490, Dover,
Delaware 19901 and Mana Capital LLC, a Delaware limited liability (the “Purchaser”).
WHEREAS, the Company desires
to sell on a private placement basis (the “Offering”) an aggregate of 2,500,000 warrants (the “Private
Warrants”) of the Company for a purchase price of $1.00 per Private Warrant. Each Private Warrant entitles the holder thereof
to purchase one share of the common stock of the Company (the “Warrant Shares”) to be governed by this Warrant
Purchase Agreement.
WHEREAS, the Purchaser desires
to purchase an aggregate of 2,500,000 Private Warrants and the Company wishes to accept such subscription.
NOW, THEREFORE, in consideration
of the promises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
1. Agreement to Subscribe
1.1. Purchase and Issuance
of the Private Warrants. For the aggregate sum of up to $2,500,000 (the “Purchase Price”), upon the terms
and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees
to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 2,500,000 Private Warrants at $1.00 per Private Warrant.
1.2. Closing. The closing
of the purchase and sale of the Private Warrants shall take place at the offices of Becker & Poliakoff, LLP, 45 Broadway, 17th
Floor New York, New York, 10006 simultaneously with the consummation of the Company’s initial public offering (“IPO”)
of 6,200,000 units (or up to 7,130,000 units if the underwriters exercise the over-allotment option in full) (the “Closing
Date”).
1.3. Delivery of the Purchase
Price. At least one business day prior to the effective date of the Company’s registration statement relating to the IPO as
filed with the Securities and Exchange Commission (SEC File No. 333-260360) (“Registration Statement”), the
Purchaser agrees to deliver the Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available
funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, the Company’s transfer agent, which
is hereby irrevocably authorized to deposit a portion of such funds on the Closing Date to the trust account which will be established
for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to
be entered into by and between the Company and Continental Stock Transfer & Trust Company and into which substantially all of the
proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of
the date the Purchase Price is delivered to Continental Stock Transfer & Trust Company, the Purchase Price shall be returned to the
Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest
or deduction.
1.4. Delivery of
Warrant. Upon the applicable Closing Date after delivery of the Purchase Price in accordance with Section 1.3, the Purchaser shall
become irrevocably entitled to receive a certificate of warrant representing the warrants purchased hereunder.
2. Representations and
Warranties of the Purchaser
The Purchaser represents and warrants to the Company
that:
2.1. No Government Recommendation
or Approval. It understands that no United States federal or state agency or similar agency of any other country has passed upon or
made any recommendation or endorsement of the Company, the Offering, the Private Warrants or the Warrant Shares (the Private Warrants
and Warrant Shares may collectively be referred to herein as the “Securities”).
2.2. Organization. It is
validly existing and in good standing under the laws of the State of Delaware and possesses all requisite power and authority necessary
to carry out the transactions contemplated by this Agreement.
2.3. Private Offering.
It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”). It acknowledges that the sale contemplated hereby is being made in reliance
on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the
Securities Act.
2.4.
Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement
enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity).
2.5. No Conflicts. The
execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do
not violate, conflict with or constitute a default under (i) the Purchaser’s organizational documents, (ii) any agreement, indenture
or instrument to which the Purchaser is a party or (iii) any law, statute, rule or regulation to which the Purchaser is subject, or any
agreement, order, judgment or decree to which the Purchaser is subject.
2.6. No Legal Advice from Company.
It acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other
agreements entered into between the parties hereto with its own legal counsel and investment and tax advisors. Except for any statements
or representations of the Company made in this Agreement and the other agreements entered into between the parties hereto, it is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents
for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities
laws of any jurisdiction. Purchaser understands and acknowledges that the law firm of Becker & Poliakoff LLP is not acting as counsel
or providing legal advice to Purchaser.
2.7. Access to Information;
Independent Investigation. Prior to the execution of this Agreement, it has had the opportunity to ask questions of and receive answers
from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects
of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining
whether to make this investment, it has relied solely on its own knowledge and understanding of the Company and its business based upon
its own due diligence investigation and the information furnished pursuant to this paragraph. It understands that no person has been authorized
to give any information or to make any representations which were not furnished pursuant to this Section 2 and it has not relied on any
other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations
and/or its prospects.
2.8. Reliance on Representations
and Warranties. It understands the Securities are being offered and sold to it in reliance on exemptions from the registration requirements
under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon
the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth in
this Agreement in order to determine the applicability of such provisions.
2.9. No Advertisements.
It is not subscribing for the Securities as a result of or subsequent to any advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting.
2.10. Legend. It acknowledges
and agrees the certificate(s) evidencing the Securities shall bear a restrictive legend (the “Legend”), in form
and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the Securities, except (i) pursuant
to an effective registration statement covering these securities under the Securities Act or (ii) pursuant to any other exemptions from
the registration requirements under the Securities Act and such laws which, in the opinion of counsel for the Company, is available.
2.11. Experience, Financial
Capability and Suitability. It is (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment
in the Securities and (ii) able to bear the economic risk of his investment in the Securities for an indefinite period of time because
the Securities have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the
Securities Act or an exemption from such registration is available. It has substantial experience in evaluating and investing in transactions
of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company
and has the capacity to protect its own interests. It has substantial experience in evaluating and investing in transactions of securities
in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has
the capacity to protect its own interests.
2.12. Investment Purposes.
It is purchasing the Securities solely for investment purposes, for its own account and not for the account or benefit of any other person,
and not with a view towards the distribution or dissemination thereof and it has no present arrangement to sell the interest in the Securities
to or through any person or entity.
2.13. Restrictions on Transfer.
It acknowledges and understands the Securities are being offered in a transaction not involving a public offering in the United States
within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it
decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred
only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration
under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other
available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities
laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be
made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to
the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further
acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the
one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance
with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. In addition to the foregoing, the
Purchaser acknowledges and agrees that it will be executing the Insider Letter (as defined below) and lockup agreement with the Company
and Ladenburg Thalmann & Co Inc. as underwriters’ representative, further restricting the Purchaser’s ability and rights
to transfer any Securities.
3. Representations and
Warranties of the Company
The Company represents and warrants to the Purchaser
that:
3.1. Valid Issuance of Share
Capital. The total number of all classes of share capital which the Company
has authority to issue is 300,000,000 common shares, and 100,000,000 undesignated shares of preferred stock. As of the date hereof, excluding
the shares of common stock sold in the IPO, the Company has issued 1,550,000 shares of common stock and has not issued any shares of preferred
stock. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.
Upon the closing of the IPO, the Company will issue an aggregate of 6,200,000 shares of common stock and reserve for issuance an aggregate
of 3,985,714 shares of common stock underlying the Public Warrants (defined below) and rights included in the IPO units (excluding any
securities issuable if the over-allotment option is exercised by the underwriters).
3.2.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement
to be entered into with Continental Stock Transfer & Trust Company on or prior to the closing of the IPO (the “Warrant
Agreement”), and the Amended and Restated Certificate of Incorporation of the Company, as the case may be, each
of the Private Warrants and the Warrant Shares will be duly and validly issued, fully paid and non-assessable. On the date of issuance
of the Private Warrants, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with the terms hereof,
the Warrant Agreement and the Amended and Restated Certificate of Incorporation of the Company, the Purchaser will have or receive good
title to the Private Warrants and Warrant Shares, free and clear of all liens, claims and encumbrances of any kind other than (i) transfer
restrictions hereunder and pursuant to the insider letter to be entered into on or prior to the closing of the IPO (the “Insider
Letter”) and (ii) transfer restrictions under federal and state securities laws.
3.3. Organization and Qualification.
The Company has been duly incorporated and is validly existing as a Delaware company and has the requisite corporate power to own its
properties and assets and to carry on its business as now being conducted.
3.4. Authorization; Enforcement.
(i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to
issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company
and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no
further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement constitutes
valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws
relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application
and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of
public policy.
3.5.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation and its amendment, (ii) conflict
with, or constitute a default under any agreement, indenture or instrument to which the Company is a party or (iii) conflict with any
law statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject.
Other than any federal, state or foreign securities filings which may be required to be made by the Company subsequent to the Closing,
and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule
or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency
or self-regulatory entity in order for it to perform any of its obligations under this Agreement in accordance with the terms hereof.
4. Legends
4.1. Legend. The Company
will issue the Securities purchased by the Purchaser, in the name of the Purchaser. The Securities will bear the following Legend and
appropriate “stop transfer” instructions:
THESE
SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
FILED UNDER THE SECURITIES ACT, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
OR (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN MANA CAPITAL ACQUISITION CORP. AND MANA CAPITAL LLC AND MAY ONLY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH THEREIN AND THE INSIDER LETTER.”
4.2. Purchaser’s Compliance.
Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply with all applicable securities
laws upon resale of the Securities.
4.3. Company’s Refusal
to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment
of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities
Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.
4.4. Registration Rights.
The Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into with the Company on or prior to the closing of the IPO.
5.
Lockup
The Purchaser acknowledges
and agrees that the Securities shall not be transferable, saleable or assignable until thirty (30) days after the consummation of an acquisition,
share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses
or entities (a “Business Combination”), except to permitted transferees (as defined in the Insider Letter).
6.
Securities Laws Restrictions
The Purchaser agrees not to sell,
transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement
on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred
shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that such
registration is not required because such transaction complies with the Securities Act and the rules promulgated by the Securities and
Exchange Commission thereunder and with all applicable state securities laws.
7.
Waiver of Distributions from Trust Account
In connection with the Securities
purchased pursuant to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any
distributions from the Trust Account.
8.
Rescission Right Waiver and Indemnification
8.1. Rescission Waiver.
The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be
no general solicitation of purchasers of the Securities. In this regard, if the Offering were deemed to be a general solicitation with
respect to the Securities, the offer and sale of such Securities may not be exempt from registration and, if not, the Purchaser may have
a right to rescind its purchase of the Securities. In order to facilitate the completion of the Offering and in order to protect the Company,
its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser
hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as
the case may be, to seek rescission of its purchase of the Securities as a result of the issuance of the Securities being deemed to be
in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the
Company to sell the Securities to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and
all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related
losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection
therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred
in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual
or asserted right to rescind the purchase of the Securities hereunder or relating to the purchase of the Securities and the transactions
contemplated hereby.
8.2. No Recourse Against Trust
Account. The Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase
of the Securities or any Claim that may arise now or in the future.
8.3. Section 8 Waiver.
The Purchaser agrees that to the extent any waiver of rights under this Section 8 is ineffective as a matter of law, the Purchaser has
offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that
applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder
in this regard.
9.
Terms of the Private Warrants
The Private Warrants shall be
substantially identical to the Warrants offered in the IPO (the “Public Warrants”) as set forth in the Underwriting
Agreement, except the Private Warrants: (i) will be subject to the transfer restrictions described herein, and (ii) are being purchased
pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions
are met and the resale of the Private Warrants is registered under the Securities Act.
10.
Governing Law; Jurisdiction; Waiver of Jury Trial
This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such territory.
The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.
11.
Assignment; Entire Agreement; Amendment
11.1. Assignment. Neither
this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Purchaser, without the prior
consent of the Company, to one or more persons agreeing to be bound by the terms hereof. Upon such assignment by a Purchaser, the assignee(s)
shall become Purchaser hereunder and have the rights and obligations provided for herein to the extent of such assignment.
11.2. Entire Agreement.
This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes any
and all prior discussions, agreements and understandings of any and every nature.
11.3. Amendment. Except
as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other
than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.
11.4. Binding upon Successors.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and permitted assigns.
12.
Notices; Indemnity
12.1 Notices. All notices,
requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set
forth herein or to such other address as a party may designate by notice hereunder, and shall be either (a) delivered by hand, (b) sent
by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other
communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving
party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business day following the day such
notice is delivered to the courier service, or (iii) if sent by certified mail, on the fifth business day following the day such mailing
is made.
12.2 Indemnification. Except
as set forth in Section 8, each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth
in this Agreement.
13.
Counterparts
This Agreement may be executed
in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such signature page were an original thereof.
14.
Survival; Severability
14.1. Survival. The representations,
warranties, covenants and agreements of the parties hereto shall survive the Closing until one (1) year following the consummation of
an initial Business Combination.
14.2. Severability. In
the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party.
15.
Headings
The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
16.
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. 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.
[remainder of page intentionally left blank]
This subscription is accepted by the Company as of
the date first written above.
MANA CAPITAL ACQUISITION CORP.
By: _______________________
Name: Jonathan Intrater
Title: Chief
Executive Officer
Accepted and agreed this
____ day of ____________, 2021
MANA CAPITAL LLC
By:
______________________________
Name: Tong Mao
Title: Representative of the Managing Member
[Signature Page for Private Placement
Warrant Subscription Agreement]
8
Exhibit 10.8
Mana Capital Acquisition Corp.
June
22, 2021
Mana Capital LLC
RE: Securities Subscription
Agreement
Ladies and Gentlemen:
Mana Capital Acquisition Corp., a Delaware corporation
(the “Company”), is pleased to accept the offer Mana Capital LLC, a Delaware limited liability company (the “Subscriber”
or “you”), has made to subscribe for and purchase 1,437,500 shares of Common Stock (the “Shares”),
$0.00001 par value per share (the “Common Shares”), up to 187,500 shares of which are subject to complete or partial
forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”)
do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”)
on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding
such Shares, are as follows:
1. Purchase
of Shares.
For the sum of $25,000 (the “Purchase Price”),
which the Company acknowledges as having previously been received by it, in cash, the Company hereby sells and issues the Shares to the
Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, subject to forfeiture, on the terms and
subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company
shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the Shares (the “Original
Certificate”) or effect such delivery in book-entry form. All references in this Agreement to shares of the Company being forfeited
shall take effect as surrenders for no consideration of such shares as a matter of Delaware law.
2. Representations,
Warranties and Agreements.
2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:
2.1.1 No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Shares.
2.1.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any
agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber
is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3 Organization
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of the
State of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).
2.1.4
Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters
and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment
in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below)
and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.
Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement
under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic
risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.
2.1.5 Access to
Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions
of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations,
business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information
so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding
of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to
this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which
were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its
investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
2.1.6 Private Offering.
The Subscriber represents that it is (a) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”) or (b) not a “U.S. Person” as defined in Rule 902
of Regulation S (“Regulation S”) under the Securities Act. Subscriber acknowledges the sale contemplated hereby is being made
in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation
D under the Securities Act or similar exemptions under state law or to a non-U.S. Person under Regulation S. Accordingly, the Shares will
be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered,
pledged or sold by Subscriber, directly or indirectly, in the United States without registration under United States federal and state
securities laws or an exemption therefrom and Subscriber understands the certificates representing the Shares will contain a legend in
respect of such restrictions. The Subscriber did not decide to enter into the Agreement as a result of any general solicitation or general
advertising within the meaning of Rule 502 under the Securities Act or as a result of any “directed selling efforts” within
the meaning of Rule 902 under Regulation S.
2.1.7 Investment
Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for
the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502
under the Securities Act.
2.1.8 Restrictions
on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public offering
within the meaning of the Securities Act. The Shares have not been registered under the Securities Act, and, if in the future the Subscriber
decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred
only (A) in accordance with the provisions of Regulation S (Rule 901 through 905), (B) pursuant to a registration under the Securities
Act, or (C) pursuant to an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest
therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an
opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber
further acknowledges that because the Company is a shell company and Rule 144 may not be available to the Subscriber for the resale of
the Shares until one year following the consummation of a business combination despite technical compliance with the requirements of Rule
144 and the release or waiver of any contractual transfer restrictions.
2.1.9 No Governmental
Consents. No governmental, administrative or other third-party consents or approvals are required, necessary or appropriate on the
part of Subscriber in connection with the transactions contemplated by this Agreement.
2.2 Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants
to the Subscriber and agrees with the Subscriber as follows:
2.2.1 Organization
and Corporate Power. The Company is a Delaware corporation 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.
2.2.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or By-laws of the Company, (ii)
any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company
is subject, or any agreement, order, judgment or decree to which the Company is subject.
2.2.3 Title
to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members
of the Company, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment
pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances
of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer
restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which:
(i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii)
question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.
3. Forfeiture
of Shares.
3.1
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment
Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (and, if applicable,
any transferee of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 187,500 Shares and pro rata
based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and
any such transferees) will own an aggregate number of Shares (not including Common Shares underlying the private placement warrants to
be issued to the Subscriber or Common Shares issuable upon exercise of any warrants or any securities purchased by Subscriber in the IPO
or in the aftermarket) equal to 20%
of the issued and outstanding Common Shares immediately following the IPO.
3.2 Termination
of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber
(or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action
as is appropriate to cancel such forfeited Shares.
3.3 Share
Certificates. In the event an adjustment to the Original Certificate, if any, is required pursuant to this Section 3, then the Subscriber
shall return such Original Certificate to the Company or its designated agent as soon as practicable upon its receipt of notice from the
Company advising Subscriber of such adjustment, following which a new certificate (the “New Certificate”), if any,
shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New Certificate, if any, shall be
returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held by the Subscriber shall
be made in book-entry form.
4. Waiver
of Liquidation Distributions; Redemption Rights.
In connection with the Shares purchased pursuant to
this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the
Company from the trust account which will be established for the benefit of the Company’s public shareholders and into which substantially
all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon
the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases
securities in the IPO or in the aftermarket, any Common Shares so purchased shall be eligible to receive any liquidating distributions
by the Company. However, in no event will the Subscriber have the right to redeem any Common Shares held by it into funds held in the
Trust Account upon the successful completion of an initial business combination.
5. Restrictions
on Transfer.
5.1 Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) dated on or prior to the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell,
transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement
on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred
shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration
is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities
and Exchange Commission thereunder and with all applicable state securities laws.
5.2 Lock-up.
Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider
Letter. Pursuant to the Insider Letter, Subscriber will agree (subject to certain exceptions) not to sell, transfer, pledge, hypothecate
or otherwise dispose of (i) 50% of the Shares until the earlier to occur of: (A) six months after the completion of the Company’s
initial business combination or (B) the date on which the last sale price of the Common Shares equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period after the Company’s initial business combination and (ii) the remaining 50% of the Shares until six months
after the completion of the Company’s initial business combination. Notwithstanding the foregoing, the aforesaid restrictions shall
lapse if, subsequent to the consummation of the Company’s initial business combination, the Company consummates a subsequent liquidation,
merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange
their Common Shares for cash, securities or other property.
5.3 Restrictive
Legends. All certificates representing the Shares shall have endorsed thereon legends substantially as follows:
“THESE SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S.
PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE
RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”
5.4 Additional
Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend
payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding Common Shares without receipt of consideration, any new, substituted or additional securities
or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which
such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number of Common Shares subject to this Section 5 and Section 3.
5.5 Registration
Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of
the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration
rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”).
6. Other
Agreements.
6.1 Further
Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.
6.2 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.
6.3 Entire
Agreement. This Agreement, together with that certain Insider Letter to be entered into between Subscriber and the Company and the
Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement, embodies the entire
agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior
oral or written agreements and understandings relating to the subject matter hereof.
6.4 Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties
hereto.
6.5 Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such
terms or provisions. No such waiver or consent shall be deemed to be or
shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such
waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute
a continuing waiver or consent.
6.6 Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.
6.7 Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed
to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.
6.8
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without giving
effect to the conflict of law principles thereof.
6.9 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.
6.10 No Waiver
of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement,
and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single
or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps
to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle
the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver
of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
6.11 Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations
made by or on behalf of the parties.
6.12 No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability
on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other
compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party
and to bear the cost of legal expenses incurred in defending against any such claim.
6.13 Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
6.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form
of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such signature page were an original thereof.
6.15 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. 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.
6.16 Mutual
Drafting. This Agreement is the joint product of the Subscriber 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.
7. Voting
and Tender of Shares.
Subscriber agrees to vote the Shares in favor of an
initial business combination that the Company negotiates and submits for approval to the Company’s shareholders and shall not seek
redemption with respect to any of the Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender
offer presented to the Company’s shareholders in connection with an initial business combination negotiated by the Company.
8. Indemnification.
Each party shall indemnify the other against any loss,
cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation,
warranty, covenant or agreement in this Agreement.
[Signature Page Follows]
If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of the Agreement and return it to us.
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Very truly yours,
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Mana Capital Acquisition Corporation
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By:
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/s/ Jonathan Intrater
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Name: Jonathan Intrater
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Title: CEO
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Accepted and agreed, June 22, 2021
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Mana Capital LLC
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By:
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/s/ Tong Mao
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Name: Tong Mao
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Title: [Representative of the Managing Member]
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[Signature page to Subscription Agreement]
8
Exhibit 10.9
Amendment and restatement
of
the subscription
Agreement
This amended and restated subscription agreement (this
“Agreement”) is dated as of September 22, 2021 (the “Effective Date”) and entered into by and between
Mana Capital Acquisition Corp. (the “Company”) and Mana Capital LLC (the “Subscriber”) (each, a
“Party” and collectively, the “Parties”), hereby amends and restate that certain Securities Subscription
Agreement entered into between the Parties as of June 22, 2021 (the “Original Agreement”) pursuant to the following
terms and conditions.
WHEREAS, the Company entered into the Original
Agreement pursuant to which the Company accepted the offer the Subscriber to subscribe for and purchase 1,437,500 shares of common stock
of the Company, $0.00001 par value per share, up to 187,500 shares of which were subject to complete or partial forfeiture if the underwriter
of the Company’s initial public offering (the “IPO”) of units (the “Units”) did not fully
exercise their over-allotment option (the “Over-allotment Option”); and
WHEREAS, the Company and Subscriber have agreed
that as a result of a change in the gross proceeds under the offering terms of the registration statement on Form S-1 (the “Registration
Statement”) and prospectus (the “Prospectus”) for the IPO of the Company’s Units and the intention
of the Company and its underwriter for the IPO to not provide for an Over-allotment Option, the Subscriber wishes to purchase an additional
62,500 shares of the Company (such that the Subscriber will have acquired an aggregate of 1,500,000 shares of common stock of the Company,
none of which Shares shall be subject to forfeiture if the Over-allotment Option is not fully exercised, and
WHEREAS, the Company wishes to accept the offer
of the Subscriber to purchase such additional shares of Common Stock and eliminate the forfeiture provisions of the Original Agreement;
and
WHEREAS, the Company and Subscriber have further
agreed and desire that the Original Agreement be replaced and superseded hereby; and
NOW THEREFORE, In consideration of the foregoing and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to enter
into this Agreement to replace the Original Agreement in its entirety as follows:
1. Purchase of Shares.
The Company is pleased to accept the offer the Subscriber
has made to subscribe for and purchase an additional 62,500 shares of common stock of the Company such that the Subscriber has acquired
1,500,000 shares of common stock in the aggregate (the “Shares”). The terms (on which the Company is willing to sell
the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
For the sum of $25,000 (the “Purchase Price”),
which the Company acknowledges as having previously been received by it, in cash, the Company hereby sells and issues the Shares to the
Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, on the terms and subject to the conditions
set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver
to the Subscriber a certificate registered in the Subscriber’s name representing the Shares (the “Original Certificate”)
or effect such delivery in book-entry form.
2. Representations,
Warranties and Agreements.
2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:
2.1.1 No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Shares.
2.1.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any
agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber
is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3 Organization
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of the
State of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).
2.1.4 Experience,
Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and
benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period
of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk
of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an
exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the
Shares and to afford a complete loss of Subscriber’s investment in the Shares.
2.1.5 Access to
Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions
of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations,
business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information
so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding
of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to
this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which
were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its
investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
2.1.6 Private Offering.
The Subscriber represents that it is (a) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”) or (b) not a “U.S. Person” as defined in Rule 902
of Regulation S (“Regulation S”) under the Securities Act. Subscriber acknowledges the sale contemplated hereby is being made
in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation
D under the Securities Act or similar exemptions under state law or to a non-U.S. Person under Regulation S. Accordingly, the Shares will
be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered,
pledged or sold by Subscriber, directly or indirectly, in the United States without registration under United States federal and state
securities laws or an exemption therefrom and Subscriber understands the certificates representing the Shares will contain a legend in
respect of such restrictions. The Subscriber did not decide to enter into the Agreement as a result of any general solicitation or general
advertising within the meaning of Rule 502 under the Securities Act or as a result of any “directed selling efforts” within
the meaning of Rule 902 under Regulation S.
2.1.7 Investment
Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for
the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502
under the Securities Act.
2.1.8 Restrictions
on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public offering
within the meaning of the Securities Act. The Shares have not been registered under the Securities Act, and, if in the future the Subscriber
decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred
only (A) in accordance with the provisions of Regulation S (Rule 901 through 905), (B) pursuant to a registration under the Securities
Act, or (C) pursuant to an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest
therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an
opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber
further acknowledges that because the Company is a shell company and Rule 144 may not be available to the Subscriber for the resale of
the Shares until one year following the consummation of a business combination despite technical compliance with the requirements of Rule
144 and the release or waiver of any contractual transfer restrictions.
2.1.9 No Governmental
Consents. No governmental, administrative or other third-party consents or approvals are required, necessary or appropriate on the
part of Subscriber in connection with the transactions contemplated by this Agreement.
2.2 Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants
to the Subscriber and agrees with the Subscriber as follows:
2.2.1 Organization
and Corporate Power. The Company is a Delaware corporation 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.
2.2.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or By-laws of the Company, (ii)
any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company
is subject, or any agreement, order, judgment or decree to which the Company is subject.
2.2.3 Title
to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members
of the Company, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment
pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances
of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer
restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which:
(i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii)
question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.
3. The
Parties hereby agree that Section 3 of the Original Agreement shall be deleted in the entirety.
4. Waiver
of Liquidation Distributions; Redemption Rights.
In connection with the Shares purchased pursuant to
this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the
Company from the trust account which will be established for the benefit of the Company’s public shareholders and into which substantially
all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon
the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases
securities in the IPO or in the aftermarket, any Common Shares so purchased shall be eligible to receive any liquidating distributions
by the Company. However, in no event will the Subscriber have the right to redeem any Common Shares held by it into funds held in the
Trust Account upon the successful completion of an initial business combination.
5. Restrictions
on Transfer.
5.1 Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) dated on or prior to the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell,
transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement
on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred
shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration
is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities
and Exchange Commission thereunder and with all applicable state securities laws.
5.2 Lock-up.
Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider
Letter. Pursuant to the Insider Letter, Subscriber will agree (subject to certain exceptions) not to sell, transfer, pledge, hypothecate
or otherwise dispose of any of the Shares until the earlier to occur of: (A) six months after the completion of the Company’s initial
business combination or (B) the date on which the closing price of the Common Shares equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period after the Company’s initial business combination. Notwithstanding the foregoing, the aforesaid restrictions
shall lapse if, subsequent to the consummation of the Company’s initial business combination, the Company consummates a subsequent
liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right
to exchange their Common Shares for cash, securities or other property.
5.3 Restrictive
Legends. All certificates representing the Shares shall have endorsed thereon legends substantially as follows:
“THESE SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S.
PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE
RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”
5.4 Additional
Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend
payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding Common Shares without receipt of consideration, any new, substituted or additional securities
or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which
such Shares thereby become convertible shall immediately be subject to this Section 5 . Appropriate adjustments to reflect the distribution
of such securities or property shall be made to the number of Common Shares subject to this Section 5.
5.5 Registration
Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of
the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration
rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”).
6. Other
Agreements.
6.1 Further
Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.
6.2 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.
6.3 Entire
Agreement. This Agreement, together with that certain Insider Letter to be entered into between Subscriber and the Company and the
Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement, embodies the entire
agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior
oral or written agreements and understandings relating to the subject matter hereof.
6.4 Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties
hereto.
6.5 Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such
terms or provisions. No such waiver or consent shall be deemed to be or
shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such
waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute
a continuing waiver or consent.
6.6 Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.
6.7 Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed
to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.
6.8
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without giving
effect to the conflict of law principles thereof.
6.9 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.
6.10 No Waiver
of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement,
and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single
or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps
to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle
the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver
of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
6.11 Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations
made by or on behalf of the parties.
6.12 No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability
on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other
compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party
and to bear the cost of legal expenses incurred in defending against any such claim.
6.13 Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
6.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form
of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such signature page were an original thereof.
6.15 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. 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.
6.16 Mutual
Drafting. This Agreement is the joint product of the Subscriber 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.
7. Voting
and Tender of Shares.
Subscriber agrees to vote the Shares in favor of an
initial business combination that the Company negotiates and submits for approval to the Company’s shareholders and shall not seek
redemption with respect to any of the Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender
offer presented to the Company’s shareholders in connection with an initial business combination negotiated by the Company.
8. Indemnification.
Each party shall indemnify the other against any loss,
cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation,
warranty, covenant or agreement in this Agreement.
[Signature Page Follows]
If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of the Agreement and return it to us.
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Very truly yours,
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Mana Capital Acquisition Corporation
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By:
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/s/ Jonathan Intrater
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Name: Jonathan Intrater
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Title: CEO
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Accepted and agreed as of the date first set forth above
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Mana Capital LLC
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By:
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/s/ Tong Mao
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Name: Tong Mao
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Title: Representative of the Managing Member
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8
Exhibit 10.10
SECOND AmendED
and restateD
subscription
Agreement
This second amended and restated subscription agreement
(this “Agreement”) is dated as of November 9, 2021 (the “Effective Date”) and entered into by and
between Mana Capital Acquisition Corp. (the “Company”) and Mana Capital LLC (the “Subscriber”) (each,
a “Party” and collectively, the “Parties”), hereby amends and restates (i) that certain Securities
Subscription Agreement entered into between the Parties as of June 22, 2021 (the “Original Agreement”) and (ii) that
certain Amendment and Restatement of Subscription Agreement between the Parties as of September 22, 2021 (the “First Amendment”,
and together with the Original Agreement, the “Prior Agreements”), pursuant to the following terms and conditions.
WHEREAS, the Company entered into the Original
Agreement pursuant to which the Company accepted the offer the Subscriber to subscribe for and purchase 1,437,500 shares of common stock
of the Company, $0.00001 par value per share (the “Common Stock”), up to 187,500 shares of which were subject to complete
or partial forfeiture if the underwriter of the Company’s initial public offering (the “IPO”) of units (the “Units”)
did not fully exercise their over-allotment option (the “Over-allotment Option”); and
WHEREAS, the Company entered into the First
Amendment pursuant to which the Company issued an additional 62,500 shares of the Company’s Common Stock to the Subscriber such
that the Subscriber will own an aggregate of 1,500,000 shares of the Company’s Common Stock immediately prior to the IPO, none of
which shares of Common Stock shall be subject to forfeiture if the Over-allotment Option is not fully exercised; and
WHEREAS, the Company and Subscriber have agreed
that as a result of a change in the gross proceeds under the offering terms for the IPO, and the intention of the Company and its underwriter
for the IPO to provide for an Over-allotment Option, the Subscriber wishes to purchase an additional 50,000 shares of the Company (such
that the Subscriber will have acquired an aggregate of 1,550,000 shares of common stock of the Company), none of which Shares shall be
subject to forfeiture if the Over-allotment Option is not fully exercised, and the Parties wish to memorialize their agreement pursuant
to which the Company would issue additional shares of Common Stock to the Subscriber in the event that the Over-allotment Option is exercised
by the underwriter; and
WHEREAS, the Company and Subscriber have further
agreed and desire that the Prior Agreements be replaced and superseded hereby; and
NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree
to enter into this Agreement to replace the Prior Agreements in their entirety as follows:
1. Purchase of Shares.
1.1 The Company
is pleased to accept the offer the Subscriber has made to subscribe for and purchase an additional 50,000 shares of Common Stock of the
Company such that the Subscriber has acquired 1,550,000 shares of Common Stock in the aggregate (the “Shares”). The
terms (on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding
such Shares, are set forth herein. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges as
having previously been received by it, in cash, the Company hereby sells and issues an additional 50,000 Shares to the Subscriber, and
the Subscriber hereby subscribes for and purchases the Shares from the Company, on the terms and subject to the conditions set forth in
this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the
Subscriber a certificate registered in the Subscriber’s name representing the Shares (the “Certificate”) or effect
such delivery in book-entry form.
1.2 In the
event the over-allotment option granted to the underwriters of the IPO (the “Over-allotment Option”) is exercised,
the Company shall issue to the Subscriber such number of additional shares of Common Stock that when added to the shares of Common Stock
previously issued to the Subscriber pursuant to the Prior Agreements and Section 1.1 of this Agreement shall result in Subscriber owning
such number of shares of Common Stock as is equal to 20% of the outstanding shares of the Company’s Common Stock. For the avoidance
of doubt, the number of shares of Common Stock to be issued in the event the Over-allotment is exercised shall be equal to (A) the quotient
derived by (i) dividing the total amount of shares issued in the IPO by 0.8 minus (ii) the total number of shares issued in the IPO
minus (B) 1,550,000.
2. Representations,
Warranties and Agreements.
2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:
2.1.1 No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Shares.
2.1.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any
agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber
is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3 Organization
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of the
State of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).
2.1.4 Experience,
Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and
benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period
of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of
this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption
from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and
to afford a complete loss of Subscriber’s investment in the Shares.
2.1.5 Access to
Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions
of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations,
business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information
so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding
of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to
this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which
were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its
investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
2.1.6 Private Offering.
The Subscriber represents that it is (a) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”) or (b) not a “U.S. Person” as defined in Rule 902
of Regulation S (“Regulation S”) under the Securities Act. Subscriber acknowledges the sale contemplated hereby is being made
in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation
D under the Securities Act or similar exemptions under state law or to a non-U.S. Person under Regulation S. Accordingly, the Shares will
be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered,
pledged or sold by Subscriber, directly or indirectly, in the United States without registration under United States federal and state
securities laws or an exemption therefrom and Subscriber understands the certificates representing the Shares will contain a legend in
respect of such restrictions. The Subscriber did not decide to enter into the Agreement as a result of any general solicitation or general
advertising within the meaning of Rule 502 under the Securities Act or as a result of any “directed selling efforts” within
the meaning of Rule 902 under Regulation S.
2.1.7 Investment
Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for
the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502
under the Securities Act.
2.1.8 Restrictions
on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public offering
within the meaning of the Securities Act. The Shares have not been registered under the Securities Act, and, if in the future the Subscriber
decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred
only (A) in accordance with the provisions of Regulation S (Rule 901 through 905), (B) pursuant to a registration under the Securities
Act, or (C) pursuant to an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest
therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an
opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber
further acknowledges that because the Company is a shell company and Rule 144 may not be available to the Subscriber for the resale of
the Shares until one year following the consummation of a business combination despite technical compliance with the requirements of Rule
144 and the release or waiver of any contractual transfer restrictions.
2.1.9 No Governmental
Consents. No governmental, administrative or other third-party consents or approvals are required, necessary or appropriate on the
part of Subscriber in connection with the transactions contemplated by this Agreement.
2.2 Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants
to the Subscriber and agrees with the Subscriber as follows:
2.2.1 Organization
and Corporate Power. The Company is a Delaware corporation 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.
2.2.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or By-laws of the Company, (ii)
any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company
is subject, or any agreement, order, judgment or decree to which the Company is subject.
2.2.3 Title
to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members
of the Company, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment
pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances
of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer
restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which:
(i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii)
question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.
3. The
Parties hereby agree that Section 3 of the Original Agreement shall be deleted in its entirety and is of no force and effect.
4. Waiver
of Liquidation Distributions; Redemption Rights.
In connection with the Shares purchased pursuant to
this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the
Company from the trust account which will be established for the benefit of the Company’s public shareholders and into which substantially
all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon
the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases
securities in the IPO or in the aftermarket, any Common Shares so purchased shall be eligible to receive any liquidating distributions
by the Company. However, in no event will the Subscriber have the right to redeem any Common Shares held by it into funds held in the
Trust Account upon the successful completion of an initial business combination.
5. Restrictions
on Transfer.
5.1 Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) dated on or prior to the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell,
transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement
on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred
shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration
is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities
and Exchange Commission thereunder and with all applicable state securities laws.
5.2 Lock-up.
Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider
Letter. Pursuant to the Insider Letter, Subscriber will agree (subject to certain exceptions) not to sell, transfer, pledge, hypothecate
or otherwise dispose of any of the Shares until the earlier to occur of: (A) six months after the completion of the Company’s initial
business combination or (B) the date on which the closing price of the Common Shares equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
after the Company’s initial business combination. Notwithstanding the foregoing, the aforesaid restrictions shall lapse if, subsequent
to the consummation of the Company’s initial business combination, the Company consummates a subsequent liquidation, merger, stock
exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Common
Shares for cash, securities or other property.
5.3 Restrictive
Legends. All certificates representing the Shares shall have endorsed thereon legends substantially as follows:
“THESE SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S.
PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE
RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”
5.4 Additional
Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend
payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding Common Shares without receipt of consideration, any new, substituted or additional securities
or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which
such Shares thereby become convertible shall immediately be subject to this Section 5. Appropriate adjustments to reflect the distribution
of such securities or property shall be made to the number of Common Shares subject to this Section 5.
5.5 Registration
Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of
the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration
rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”).
6. Other
Agreements.
6.1 Further
Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.
6.2 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.
6.3 Entire
Agreement. This Agreement, together with that certain Insider Letter to be entered into between Subscriber and the Company and the
Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement, embodies the entire
agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior
oral or written agreements and understandings relating to the subject matter hereof.
6.4 Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties
hereto.
6.5 Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such
terms or provisions. No such waiver or consent shall be deemed to be or
shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such
waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute
a continuing waiver or consent.
6.6 Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.
6.7 Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed
to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.
6.8
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without giving
effect to the conflict of law principles thereof.
6.9 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.
6.10 No Waiver
of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement,
and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single
or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps
to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle
the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver
of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
6.11 Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations
made by or on behalf of the parties.
6.12 No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability
on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other
compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party
and to bear the cost of legal expenses incurred in defending against any such claim.
6.13 Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
6.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form
of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such signature page were an original thereof.
6.15 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. 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.
6.16 Mutual
Drafting. This Agreement is the joint product of the Subscriber 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.
7. Voting
and Tender of Shares.
Subscriber agrees to vote the Shares in favor of an
initial business combination that the Company negotiates and submits for approval to the Company’s shareholders and shall not seek
redemption with respect to any of the Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender
offer presented to the Company’s shareholders in connection with an initial business combination negotiated by the Company.
8. Indemnification.
Each party shall indemnify the other against any loss,
cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation,
warranty, covenant or agreement in this Agreement.
[Signature Page Follows]
If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of the Agreement and return it to us.
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Very truly yours,
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Mana Capital Acquisition Corp.
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By:
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/s/ Jonathan Intrater
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Name: Jonathan Intrater
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Title: CEO
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Accepted and agreed as of the date first set forth above
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Mana Capital LLC
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By:
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/s/ Tong Mao
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Name: Tong Mao
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Title: Representative of the Managing Member
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8
Exhibit 14.1
MANA CAPITAL ACQUISITION CORP.
CODE OF ETHICS
1. Introduction
The Board of Directors of Mana Capital Acquisition Corp., a Delaware corporation
(the “Company”), has adopted this code of ethics (the “Code”), which is applicable to all directors, officers,
and employees of the Company, with the intent to:
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promote honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
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promote the full, fair, accurate, timely, and understandable disclosure in reports and documents
that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public
communications made by or on behalf of the Company;
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promote compliance with applicable governmental laws, rules, and regulations;
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require prompt internal reporting of breaches of, and accountability for adherence to, this
Code.
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This Code may be amended only by resolution of the Company’s Board
of Directors. In this Code, references to the “Company” include, in appropriate context, the Company’s subsidiaries.
2. Honest, Ethical and Fair
Conduct
Each person owes a duty to the Company to act with integrity. Integrity
requires, among other things, being honest, fair, and candid. Deceit, dishonesty, and subordination of the Company’s interests to
personal interests are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage.
Each person must:
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Act with integrity, including being honest and candid while still maintaining the confidentiality
of the Company’s information where required or in the Company’s interests.
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Observe all applicable governmental laws, rules, and regulations.
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Comply with the requirements of applicable accounting and auditing standards, as well as
Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other
business-related information and data.
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Adhere to a high standard of business ethics and not seek competitive advantage through unlawful
or unethical business practices.
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Deal fairly with the Company’s customers, suppliers, competitors, and employees.
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Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other unfair-dealing practice.
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Protect the assets of the Company and ensure their proper use.
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Refrain from taking for themselves personally opportunities that are discovered through the
use of corporate assets and refrain from using corporate assets, information, or position for general personal gain outside the scope
of employment with the Company.
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● Avoid conflicts of interest, wherever possible, except under
guidelines or resolutions approved by the Board of Directors (or the audit committee of the Board). Anything that would be a conflict
for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative.
Examples of conflict of interest situations include, but are not limited
to, the following:
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any significant ownership interest in any supplier or customer;
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any consulting or employment relationship with any customer, supplier, or competitor;
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any outside business activity that detracts from an individual’s ability to devote
appropriate time and attention to his or her responsibilities with the Company;
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the receipt of any money, non-nominal gifts, or excessive entertainment from any company
with which the Company has current or prospective business dealings;
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being in the position of supervising, reviewing, or having any influence on the job evaluation,
pay, or benefit of any close relative;
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selling anything to the Company or buying anything from the Company, except on the same terms
and conditions as comparable officers or directors are permitted to so purchase or sell; and
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any other circumstance, event, relationship, or situation in which the personal interest
of a person subject to this Code interferes – or even appears to interfere – with the interests of the Company as a whole.
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3. Disclosure
The Company strives to ensure that the contents of and the disclosures
in public communications and in the reports and documents that the Company files with the SEC shall be full, fair, accurate, timely, and
understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person
must:
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not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others,
whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating
organizations, and other governmental officials, as appropriate; and
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in relation to his or her area of responsibility, properly review and critically analyze
proposed disclosure for accuracy and completeness.
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In addition to the foregoing, the Chief Executive Officer and Chief Financial
Officer of the Company and each subsidiary of the Company (or persons performing similar functions), and each other person that typically
is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable
to the Company as well as the business and financial operations of the Company.
Each person must promptly bring to the attention of the Chairman of the
Audit Committee of the Company’s Board of Directors (or the Chairman of the Company’s Board of Directors if no Audit Committee
exists) any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure
controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data or (b) any
fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial
reporting, disclosures, or internal controls.
4. Compliance
It is the Company’s obligation and policy to comply with all applicable
governmental laws, rules, and regulations. It is the personal responsibility of each person to, and each person must, adhere to the standards
and restrictions imposed by those laws, rules, and regulations, including those relating to accounting and auditing matters.
5. Reporting and Accountability
The Board of Directors or Audit Committee, as may be established by the
Board of Directors, shall be responsible for applying this Code to specific situations in which questions are presented to it and has
the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of
this Code is required to notify the Chairman of the Board of Directors or Audit Committee promptly. Failure to do so is itself a breach
of this Code.
Specifically, each person must:
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Notify the Chairman promptly of any existing or potential violation of this Code.
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Not retaliate against any other person for reports of potential violations that are made
in good faith.
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The Company will follow the following procedures in investigating and enforcing
this Code and in reporting on the Code:
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The Board of Directors or Audit Committee, if one exists, will take all appropriate action
to investigate any breaches reported to it.
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If the Audit Committee (if one exists) determines by majority decision that a breach has
occurred, it will inform the Board of Directors.
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Upon being notified that a breach has occurred, the Board by majority decision will take
or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee (if one exists)
and/or the Company’s counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification
of the SEC or other appropriate law enforcement authorities.
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No person following the above procedure shall, as a result of following
such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion, suspension, threat, harassment, or,
in any manner, discrimination against such person in terms and conditions of employment.
6. Waivers and Amendments
Any waiver (defined below) or an implicit waiver (defined below) from a
provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and
persons performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in the Company’s
Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC.
A “waiver” means the approval by the Company’s Board
of Directors of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure
to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known
to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative,
or other non-substantive amendments hereto.
All persons should note that it is not the Company’s intention to
grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.
7. Financial Statements and
Corporate Records
All of the Company’s books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must both conform to applicable
legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should
not be maintained unless permitted by applicable law or regulation. Records should always be retained or destroyed according to the Company’s
record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult
the Board or the Company’s internal or external legal counsel.
8. Improper Influence on Audits
No director, officer or employee, or any other person acting under the
direction thereof, shall directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence any public or
certified public accountant engaged in the performance of an audit or review of the financial statements of the Company or take any action
that such person knows or should know that if successful could result in rendering the Company’s financial statements materially
misleading. Any person who believes such improper influence is being exerted should report such action to such person’s supervisor,
or if that is impractical under the circumstances, to any of the Company’s directors.
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Types of conduct that could constitute improper influence include, but are not limited to,
directly or indirectly:
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Offering or paying bribes or other financial incentives, including future employment or contracts
for non-audit services;
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Providing an auditor with an inaccurate or misleading legal
analysis;
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Threatening to cancel or canceling existing non-audit or audit engagements if the auditor
objects to the Company’s accounting;
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Seeking to have a partner removed from the audit engagement because the partner objects to
the Company’s accounting;
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Making physical threats.
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9. Anti-Corruption Laws
The Company complies with the anti-corruption laws of the countries in
which it does business, including the U.S. Foreign Corrupt Practices Act (“FCPA”). To the extent prohibited
by applicable law, directors, officers and employees will not directly or indirectly give anything of value to government officials, including
employees of state-owned enterprises or foreign political candidates. These requirements apply both to Company employees and agents, such
as third party sales representatives, no matter where they are doing business. If you are authorized to engage agents, you are responsible
for ensuring they are reputable and for obtaining a written agreement to uphold the Company’s standards in this area.
10. Violations
Violation of this Code is grounds for disciplinary action up to and including
termination of employment. Such action is in addition to any civil or criminal liability which might be imposed by any court or regulatory
agency.
11. Other Policies and Procedures
Any other policy or procedure set out by the Company in writing or made
generally known to employees, officers, or directors of the Company prior to the date hereof or hereafter are separate requirements and
remain in full force and effect.
12. Inquiries
All inquiries and questions in relation to this Code or its applicability
to particular people or situations should be addressed to the Company’s Secretary or such other compliance officer as shall be designated
from time to time by the Board.
Adopted:
_____________________, 2021
_________________________________
Secretary
4
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the
inclusion in this Registration Statement of Mana Capital Acquisition Corp. (the “Company”) on Amendment No.1 to Form S-1(File
No.333-260360) of our report dated July 20, 2021(except for Note 8, as to which the date is November 10, 2021), includes an explanatory
paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of
Mana Capital Acquisition Corp. as of June 30, 2021 and for the period from May 19, 2021 (inception) through June 30, 2021, 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 Bernstein
& Pinchuk LLP
Marcum Bernstein
& Pinchuk LLP
New York, NY
November 10, 2021
Exhibit 99.1
AUDIT COMMITTEE CHARTER
OF
MANA CAPITAL ACQUISITION CORP.
Purpose
The purposes of the Audit Committee (the “Audit Committee”)
of the Board of Directors (“Board”) of MANA CAPITAL ACQUISITION CORP., a Delaware corporation (“Company”) are
to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the
independent auditor’s qualifications and independence, (3) the performance of the Company’s independent auditor, and (4) the
compliance by the Company with legal and regulatory requirements. The Audit Committee also shall review and approve all related-party
transactions.
The Audit Committee shall prepare the report required by the rules of the
Securities and Exchange Commission (“Commission”) to be included in the Company’s annual proxy statement.
Committee Membership
The Committee shall consist of three or more directors, each of whom shall
satisfy the independence, financial literacy, and other qualifications required by Section 10A-3 of the Securities Exchange Act of 1934
(the “Exchange Act”) and the listing standards of the Nasdaq Stock Market, LLC (“Nasdaq”), subject to any phase-in
periods or cure periods permitted by Rule 10A-3(b)(1)(iv)(A) under the Exchange Act and the Nasdaq listing standards. At least one member
of the Committee shall be an “audit committee financial expert” (as defined by the SEC). Determinations of independence, financial
literacy, experience and expertise shall be made by the Board as the Board interprets such qualifications in its business judgment.
Members of the Committee shall be appointed by the Board on the recommendation
of the Nominating and Governance Committee or a majority of the independent directors. Members of the Committee may be removed at any
time by action of the Board; provided, however, that if removing a member or members of the Committee would cause the Committee to have
fewer than three members, then the Board must, based upon the recommendation of the Nominating and Corporate Governance Committee or a
majority of the independent directors, at the same time appoint enough additional members to the Committee so that the Committee will
have at least three qualified members. The Committee’s chairperson shall be designated by the Board on the recommendation of the
Nominating and Governance Committee or a majority of the independent directors or, if not so designated, the members of the Committee
shall elect a chairperson by a vote of the majority of the full Committee. The Chairman of the Audit Committee shall be a member of the
Audit Committee and, if present, shall preside at each meeting of the Audit Committee. The Chairman shall advise and counsel with the
executives of the Company, and shall perform such other duties as may from time to time be assigned to him by the Audit Committee or the
Board of Directors.
Meetings
The Audit Committee shall meet as often as it determines, but not less
frequently than quarterly. The Audit Committee shall meet periodically with management and the independent auditor in separate executive
sessions. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent
auditor to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.
Committee Authority and Responsibilities
The Audit Committee shall have the sole authority to appoint or replace
the independent auditor. The Audit Committee shall be directly responsible for determining the compensation and oversight of the work
of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting)
for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.
The Audit Committee shall pre-approve all auditing services and permitted
non-audit services to be performed for the Company by its independent auditor, including the fees and terms thereof (subject to the de
minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee
prior to the completion of the audit). The Audit Committee may form and delegate authority to subcommittees of the Audit Committee consisting
of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided
that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.
The Audit Committee shall have the authority, to the extent it deems necessary
or appropriate, to retain independent legal, accounting, or other advisors. The Company shall provide for appropriate funding, as determined
by the Audit Committee, for payment of compensation to (i) the independent auditor for the purpose of rendering or issuing an audit report
and (ii) any advisors employed by the Audit Committee.
The Audit Committee shall make regular reports to the Board. The Audit
Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
The Audit Committee annually shall review the Audit Committee’s own performance.
The Audit Committee shall perform the following duties and functions:
Financial Statement and Disclosure Matters
1. Meet with the independent auditor
prior to the audit to review the scope, planning, and staffing of the audit.
2. Review and discuss with management
and the independent auditor the annual audited financial statements, including disclosures made in “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” to be included in the Company’s annual report on Form 10-K,
and recommend to the Board whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K
(or the annual report to shareholders if distributed prior to the filing of the Annual Report on Form 10-K).
3.. Review and discuss with management
and the independent auditor the Company’s quarterly financial statements prior to the filing of its Form 10-Q, including the results
of the independent auditor’s review of the quarterly financial statements and disclosures made in “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” to be included in the Company’s quarterly reports on Form 10-Q.
4. Discuss with management and
the independent auditor, as appropriate, significant financial reporting issues and judgments made in connection with the preparation
of the Company’s financial statements, including:
(a) any significant
changes in the Company’s selection or application of accounting principles;
(b) the Company’s
critical accounting policies and practices;
(c) all alternative treatments of financial information
within GAAP that have been discussed with management and the ramifications of the use of such alternative accounting principles;
(d) any major issues as to the adequacy of the
Company’s internal controls and any special steps adopted in light of material control deficiencies; and
(e) any
material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted
differences.
5. Discuss with management the
Company’s earnings press releases generally, including the use of “pro forma” or “adjusted” non-GAAP information,
and any financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be general and include
the types of information to be disclosed and the types of presentations to be made.
6. Discuss with management and
the independent auditor the effect on the Company’s financial statements of (i) regulatory and accounting initiatives and (ii) off-balance
sheet structures.
7. Discuss with management the
Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the
Company’s risk assessment and risk management policies.
8. Discuss with the independent
auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including
any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information,
and any significant disagreements with management.
9. Review disclosures made to
the Audit Committee by the Company’s Chief Executive Officer and Chief Financial Officer (or individuals performing similar functions)
during their certification process for the Form 10-K and Form 10-Qs about any significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting and any fraud involving management or other employees who have a significant
role in the Company’s internal control over financial reporting.
10. In consultation with the Company’s
management and independent auditor, review the adequacy of the Company’s internal controls, disclosure processes and its procedures
designed to ensure compliance with laws and regulations, and any special audit steps adopted in light of material control deficiencies.
11. Review (a) the internal control
report prepared by management, including management’s assessment of the effectiveness of the Company’s internal control over
financial reporting and (b) the Company’s independent auditor’s attestation, and report, on the assessment made by management,
in each case, as and when required by Section 404 of the Sarbanes-Oxley Act of 2002. Discuss with management and the independent auditor
any changes in internal control over financial reporting disclosed or considered for disclosure in the Company’s periodic filings
with the SEC.
12. Periodically review separately
with each of management and the Company’s independent auditor (a) any significant disagreement between management and the Company’s
independent auditor or the internal audit group in connection with the preparation of the financial statements, (b) any audit problems
or difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information,
and (c) management’s response to each.
13. Periodically discuss with
the Company’s independent auditor, without management being present, (a) their judgment about the quality, integrity and appropriateness
of the Company’s accounting principles and financial disclosure practices as applied in its financial reporting and (b) the completeness
and accuracy of the Company’s financial statements.
Oversight of the Company’s Relationship with the Independent Auditor
14. At least annually, obtain
and review a report from the independent auditor, consistent with the rules of the Public Company Accounting Oversight Board, regarding
(a) the independent auditor’s internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control
review, or peer review, of the 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, (c) any steps taken to deal with any such issues and (d)
all relationships between the independent auditor and the Company. Evaluate the qualifications, performance and independence of the independent
auditor, including whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible
with maintaining the auditor’s independence, and taking into account the opinions of management and the internal auditor. The Audit
Committee shall present its conclusions with respect to the independent auditor to the Board.
15. Review all reports and communications
required to be submitted by the Company’s independent registered public accounting firm to the Committee under Section 10A of the
Securities Exchange Act and other Applicable Requirements. Such reports should describe (i) the independent registered public accounting
firm’s internal quality-control procedures, (ii) 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 and (iii) all
relationships between the independent registered public accounting firm and the Company to assess the independent registered public accounting
firm’s independence.
16. Verify the rotation of the
lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit
as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating
the independent auditing firm on a regular basis.
17. Oversee the Company’s
hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Company.
18. Be available to the independent
auditor during the year for consultation purposes.
19. Review and discuss with the
Company’s independent auditor all relationships the auditor has with the Company and evaluate the auditor’s continued independence.
Compliance Oversight Responsibilities
20. Obtain assurance from the
independent auditor that Section 10A(b) of the Exchange Act has not been implicated.
21. Develop and recommend to the
Board for approval policies and procedures for the review, approval or ratification of related person transactions required to be disclosed
pursuant to Item 404 of Regulation S-K, as may be amended from time to time, and any other applicable requirements (the “Related
Person Transactions Policy”). Review the Related Person Transactions Policy and recommend to the Board for approval any changes
to the Policy. Oversee the implementation of and compliance with the Related Person Transactions Policy, including reviewing, approving
or ratifying related person transactions, as appropriate pursuant to the Related Person Transactions Policy.
22. Inquire and discuss with management
the Company’s compliance with applicable laws and regulations and with the Company’s Code of Ethics in effect at such time,
if any, and, where applicable, recommend policies and procedures for future compliance. Review and approve (a) any amendment to or waiver
from the Company’s code of ethics for the chief executive officer and senior financial officers and (b) any public disclosure made
regarding such change or waiver and advise the Board with respect to the Company’s policies and procedures regarding compliance
with the Company’s Code of Business Conduct and Ethics.
23. Establish procedures (which
may be incorporated in the Company’s Code of Ethics, in effect at such time, if any) for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting controls or reports which raise material issues regarding
the Company’s financial statements or accounting policies.
24. Discuss with management and
the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues
regarding the Company’s financial statements or accounting policies.
25. Discuss with the Company’s
General Counsel legal matters that may have a material impact on the financial statements or the Company’s compliance policies.
26. Review and approve all payments
made to the Company’s officers and directors or its or their affiliates. Any payments made to members of the Audit Committee will
be reviewed and approved by the Board, with the interested director or directors abstaining from such review and approval.
Limitation of Audit Committee’s Role
While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial
statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable
rules and regulations. These are the responsibilities of management and the independent auditor.
Adopted as of ___________, 2021
MANA CAPITAL ACQUISITION CORP.
____________________________
Chairman of Audit Committee
4
Exhibit 99.2
FORM OF CHARTER OF THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS OF
MANA CAPITAL ACQUISITION CORP.
I. PURPOSES
The Compensation Committee (the “Committee”) is appointed by
the Board of Directors (the “Board”) of MANA CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”)
for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensation of the Company’s
chief executive officer (the “CEO”) and other executive officers of the Company, (b) administering or delegating the power
to administer the Company’s incentive compensation and equity-based compensation plans, and (c) if required by applicable rules
and regulations, issuing a “Compensation Committee Report” to be included in the Company's Annual Report on Form 10-K or proxy
statement, as applicable.
II. RESPONSIBILITIES
In addition to such other duties as the Board may from time to time assign,
the Committee shall:
● Establish, review, and approve the overall executive compensation
philosophy and policies of the Company, including the establishment, if deemed appropriate, of performance-based incentives that support
and reinforce the Company’s long-term strategic goals, organizational objectives, and stockholder interests.
● Review and approve, on an annual basis, the Company’s
goals and objectives relevant to the compensation of the CEO, annually evaluate the CEO’s performance in light of those goals and
objectives and, based on this evaluation, determine the CEO’s compensation level, including, but not limited to, salary, bonus or
bonus target levels, long and short-term incentive and equity compensation, retirement plans, and deferred compensation plans as the Committee
deems appropriate. In determining the long-term incentive component of the CEO’s compensation, the Committee shall consider, among
other factors, the Company’s performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable
companies, and the awards given to the Company’s CEO in past years. The CEO shall not be present during voting and deliberations
relating to CEO compensation.
● Review and approve the compensation of all other executive officers,
including, but not limited to, salary, bonus or bonus target levels, long and short-term incentive and equity compensation, retirement
plans, and deferred compensation plans, as the Committee deems appropriate. Members of senior management may report on the performance
of the other executive officers of the Company and make compensation recommendations to the Committee, which will review and, as appropriate,
approve the compensation recommendations.
● Receive and evaluate performance target goals for the senior
officers and employees (other than executive officers) and review periodic reports from the CEO as to the performance and compensation
of such senior officers and employees.
● Administer or delegate the power to administer the Company’s
incentive and equity-based compensation plans, including the grant of stock options, restricted stock, and other equity awards under such
plans.
● Review and make recommendations to the Board with respect to
the adoption of, and amendments to, incentive compensation and equity-based plans and approve for submission to the stockholders all new
equity compensation plans that must be approved by stockholders pursuant to applicable law.
● Review and approve any annual or long-term cash bonus or equity
or other incentive plans in which the executive officers of the Company may participate.
● Review and approve for the CEO and the other executive officers
of the Company any employment agreements, severance arrangements, and change in control agreements or provisions.
● Review and recommend to
the Board the adoption of or changes to the compensation of the Company’s directors.
● Approve all special perquisites,
special cash payments and other special compensation and benefit arrangements for the Company’s executive officers and employees.
● Review and discuss with the Company’s management the Compensation
Discussion and Analysis set forth in Securities and Exchange Commission Regulation S-K, Item 402, if required, and, based on such review
and discussion, determine whether to recommend to the Board of Directors of the Company that the Compensation Discussion and Analysis
be included in the Company’s annual report or proxy statement for the annual meeting of stockholders.
● Provide the Compensation Committee Report for the Company’s
annual report or proxy statement for the annual meeting of stockholders, if required.
● Review and recommend to the Board for approval the frequency
with which the Company will conduct Say-on-Pay Votes, taking into account the results of the most recent shareholder advisory vote on
frequency of Say-on-Pay Votes required by Section 14A of the Exchange Act, and review and recommend to the Board for approval the proposals
regarding the Say-on-Pay Vote and the frequency of the Say-on-Pay Vote to be included in the Company’s proxy statement filed with
the SEC.
● Prepare any report required by applicable rules and regulations
or listing standards, including the report required by the SEC to be included in the Company’s annual proxy statement, or, if the
Company does not file a proxy statement, in the Company’s Annual Report filed on Form 10-K with the SEC.
● Conduct an annual performance evaluation of the Committee. In
conducting such review, the Committee shall evaluate and address all matters that the Committee considers relevant to its performance,
including at least the following: (a) the adequacy, appropriateness, and quality of the information received from management or others;
(b) the manner in which the Committee’s recommendations were discussed or debated; (c) whether the number and length of meetings
of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner; and (d) whether this Charter
appropriately addresses the matters that are or should be within its scope.
III. COMPOSITION
The Committee shall be comprised of two or more members (including a chairperson),
all of whom shall be “independent directors,” as such term is defined in the rules and regulations of the Nasdaq Stock Market,
except that the Committee may have as one of its members a “non-independent director” under exceptional and limited circumstances
pursuant to the exemption under Rule 5605(d)(2)(B) of the Nasdaq Stock Market. At least two of the Committee members shall be “non-employee
directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). The members of the
Committee and the chairperson shall be selected not less frequently than annually by the Board and serve at the pleasure of the Board.
A Committee member (including the chairperson) may be removed at any time, with or without cause, by the Board.
Members of the Committee shall be appointed by the Board on the recommendation
of the Nominating and Governance Committee or a majority of the independent directors and may be removed by the Board at any time. The
Committee’s chairperson shall be designated by the Board on the recommendation of the Nominating and Governance Committee or a majority
of the independent directors or, if not so designated, the members of the Committee shall elect a chairperson by a vote of the majority
of the full Committee.
The Committee shall have authority to delegate any of its responsibilities
to one or more subcommittees as the Committee may from time to time deem appropriate. If at any time the Committee includes a member who
is not a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, then a subcommittee comprised entirely
of individuals who are “non-employee directors” may be formed by the Committee for the purpose of ratifying any grants of
awards under any incentive or equity-based compensation plan for the purposes of complying with the exemption requirements of Rule 16b-3
of the Exchange Act; provided that any such grants shall not be contingent on such ratification.
IV. MEETINGS AND OPERATIONS
The Committee shall meet as often as necessary, but not less than two (2)
times each year, to enable it to fulfill its responsibilities. The Committee shall meet at the call of its chairperson or a majority of
its members. The Committee may meet by telephone conference call or by any other means permitted by law or the Company’s Bylaws.
A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of
members present at a meeting at which a quorum is present. Subject to the Company’s Bylaws, the Committee may act by unanimous written
consent of all members in lieu of a meeting. The Committee shall determine its own rules and procedures, including designation of a chairperson
pro tempore in the absence of the chairperson, and designation of a secretary. The secretary need not be a member of the Committee and
shall attend Committee meetings and prepare minutes. The Secretary of the Company shall be the Secretary of the Committee unless the Committee
designates otherwise. The Committee shall keep written minutes of its meetings, which shall be recorded or filed with the books and records
of the Company. Any member of the Board shall be provided with copies of such Committee minutes if requested.
The Committee may ask members of management, employees, outside counsel,
or others whose advice and counsel are relevant to the issues then being considered by the Committee to attend any meetings (or a portion
thereof) and to provide such pertinent information as the Committee may request.
The chairperson of the Committee shall be responsible for leadership of
the Committee, including preparing the agenda which shall be circulated to the members prior to the meeting date, presiding over Committee
meetings, making Committee assignments, and reporting the Committee’s actions to the Board. Following each of its meetings, the
Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting.
If at any time during the exercise of his or her duties on behalf of the
Committee, a Committee member has a direct conflict of interest with respect to an issue subject to determination or recommendation by
the Committee, such Committee member shall abstain from participation, discussion, and resolution of the instant issue, and the remaining
members of the Committee shall advise the Board of their recommendation on such issue. The Committee shall be able to make determinations
and recommendations even if only one Committee member is free from conflicts of interest on a particular issue.
V. AUTHORITY
The Committee has the authority, to the extent it deems appropriate, to
conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities and to retain one
or more compensation consultants to assist in the evaluation of CEO or executive compensation or other matters. The Committee shall have
the sole authority to retain and terminate any such consulting firm, and to approve the firm’s fees and other retention terms. The
Committee shall evaluate whether any compensation consultant retained or to be retained by it the independence of such advisor and whether
it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K. The Committee shall also have the authority,
to the extent it deems necessary or appropriate, to retain legal counsel or other advisors. In retaining compensation consultants, outside
counsel, and other advisors, the Committee must take into consideration factors specified in the listing rules of the Nasdaq Stock Market.
The Company will provide for appropriate funding, as determined by the Committee, for payment of any such investigations or studies and
the compensation to any consulting firm, legal counsel, or other advisors retained by the Committee.
Effective as of ________________, 2021
MANA CAPITAL ACQUISITION CORP.
____________________________
Chairman of the Management Resources
and Compensation Committee
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Exhibit 99.3
NOMINATING COMMITTEE CHARTER
OF
MANA CAPITAL ACQUISITION CORP.
The responsibilities and powers of the Nominating
Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Mana Capital Acquisition Corp.,
a Delaware corporation (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating
Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best interests of
the Company and its stockholders.
I. PURPOSE
As set forth herein, the Nominating Committee shall,
among other things, discharge the responsibilities of the Board relating to (i) the appropriate size, functioning, and needs of the Board
including, but not limited to, recruitment and retention of high-quality Board members and committee composition and structure, and (2)
compliance with the nomination requirements and procedures with respect to the Board of Directors under the applicable rules of The Nasdaq
Stock Market, LLC.
II. MEMBERSHIP
The Nominating Committee shall consist of at least
two members of the Board as determined from time to time by the Board. Each member shall be “independent” in accordance with
the listing standards of The Nasdaq Stock Market, LLC, as amended from time to time.
The Board shall appoint the members of this Nominating
Committee in accordance with the applicable rules of the Nasdaq Stock Market LLC and may hereafter make changes from time to time pursuant
to the provisions below. Unless a chair is elected by the Board, the members of the Nominating Committee shall designate a chair by majority
vote of the full Nominating Committee membership.
A Nominating Committee member may resign by delivering
his or her written resignation to the chairman of the Board, or may be removed by majority vote of the Board by delivery to such member
of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no
date is specified.
III. MEETINGS
AND COMMITTEE ACTION
The Nominating Committee shall meet at such times
as it deems necessary to fulfill its responsibilities. Meetings of the Nominating Committee shall be called by the chairman of the Nominating
Committee upon such notice as is provided for in the Bylaws of the company with respect to meetings of the Board. A majority of the members
shall constitute a quorum. Actions of the Nominating Committee may be taken in person at a meeting or in writing without a meeting. Actions
taken at a meeting, to be valid, shall require the approval of a majority of the members present and voting. Actions taken in writing,
to be valid, shall be signed by all members of the Nominating Committee. The Nominating Committee shall report its minutes from each meeting
to the Board.
The chairman of the Nominating Committee may establish
such rules as may from time to time be necessary or appropriate for the conduct of the business of the Nominating Committee. At each meeting,
the chairman shall appoint as secretary a person who may, but need not, be a member of the Nominating Committee. A certificate of the
secretary of the Nominating Committee or minutes of a meeting of the Nominating Committee executed by the secretary setting forth the
names of the members of the Nominating Committee present at the meeting or actions taken by the Nominating Committee at the meeting shall
be sufficient evidence at all times as to the members of the Nominating Committee who were present, or such actions taken.
IV. COMMITTEE
AUTHORITY AND RESPONSIBLITIES
● Developing the criteria and qualifications
for membership on the Board.
● Recruiting, reviewing and nominating candidates
for election to the Board or to fill vacancies on the Board.
● Reviewing candidates proposed by stockholders,
and conducting appropriate inquiries into the background and qualifications of any such candidates.
● Establishing subcommittees for the purpose
of evaluating special or unique matters.
● Monitoring and making recommendations regarding
committee functions, contributions, and composition.
● Evaluating, on an annual basis, the Nominating
Committee’s performance.
V. REPORTING
The Nominating Committee shall prepare a statement
each year concerning its compliance with this charter for inclusion in the Company’s proxy statement.
Board of Director Candidate Guidelines
The Nominating Committee (the “Nominating Committee”)
of the Board of Directors (“Board”) of Mana Capital Acquisition Corp. (the “Company”) will identify, evaluate,
and recommend candidates to become members of the Board with the goal of creating a balance of knowledge and experience. Nominations to
the Board may also be submitted to the Nominating Committee by the Company’s stockholders in accordance with the Company’s
policy, a copy of which is attached hereto. Candidates will be reviewed in the context of current composition of the Board (including
the diversity in background, experience, and viewpoints of the Board), the operating requirements of the Company, and the long-term interests
of the Company’s stockholders. In conducting this assessment, the Nominating Committee will consider and evaluate each director-candidate
based upon its assessment of the following criteria:
● Whether the candidate is independent pursuant
to the requirements of the Nasdaq Stock Market.
● Whether the candidate is accomplished in
his or her field and has a reputation, both personal and professional, that is consistent with the image and reputation of the Company.
● Whether the candidate has the ability to
read and understand basic financial statements. The Nominating Committee also will determine if a candidate satisfies the criteria for
being an “audit committee financial expert,” as defined by the Securities and Exchange Commission.
● Whether the candidate has relevant experience
and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise.
● Whether the candidate has knowledge of
the Company and issues affecting the Company.
● Whether the candidate is committed to enhancing
stockholder value.
● Whether the candidate fully understands,
or has the capacity to fully understand, the legal responsibilities of a director and the governance processes of a public company.
● Whether the candidate is of high moral
and ethical character and would be willing to apply sound, objective, and independent business judgment, and to assume broad fiduciary
responsibility.
● Whether the candidate has, and would be
willing to commit, the required hours necessary to discharge the duties of Board membership.
● Whether the candidate has any prohibitive
interlocking relationships or conflicts of interest.
● Whether the candidate is able to develop
a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management
of the Company.
● Whether the candidate is able to suggest
business opportunities to the Company.
Stockholder Recommendations for Directors
Stockholders who wish to recommend to the Nominating
Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Mana Capital Acquisition Corp. (the
“Company”), a candidate for election to the Board should send a written recommendation to the Company at the address of its
principal office, Attention: Secretary. The Corporate Secretary will promptly forward all such letters to the members of the Nominating
Committee. Stockholders must follow certain procedures to recommend to the Nominating Committee candidates for election as directors.
In general, in order to provide sufficient time to enable the Nominating Committee to evaluate candidates recommended by stockholders
in connection with selecting candidates for nomination in connection with the Company’s annual meeting of stockholders, the Corporate
Secretary must receive the stockholder’s recommendation no later than thirty (30) days after the end of the Company’s fiscal
year.
The recommendation must contain the following information
about the candidate:
● Name;
● Age;
● Business and current residence addresses,
as well as residence addresses for the past 20 years;
● Principal occupation or employment and
employment history (name and address of employer and job title) for the past 10 years (or such shorter period as the candidate has been
in the workforce);
● Educational background;
● Permission for the Company to conduct a
background investigation, including the right to obtain education, employment, and credit information;
● The number of shares of common stock of
the Company beneficially owned by the candidate;
● The information that would be required
to be disclosed by the Company about the candidate under the rules of the SEC in a Proxy Statement soliciting proxies for the election
of such candidate as a director (which currently includes information required by Items 401, 404 and 405 of Regulation S-K); and
● A signed consent of the nominee to serve
as a director of the Company, if elected.
Adopted as of __________, 2021
Mana Capital Acquisition Corp.
__________________________
Chairman of the Board of Directors
__________________________
Chairman, Nominating and Corporate Governance Committee
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